X0306 4 2018-08-06 0 0001594109 GrubHub Inc. GRUB 0001393867 DeWitt Adam C/O GRUBHUB INC. 111 W. WASHINGTON STREET, SUITE 2100 CHICAGO IL 60602 0 1 0 0 President, CFO and Treasurer Common Stock 2018-08-06 4 M 0 1250 13.70 A 18916 D Common Stock 2018-08-06 4 M 0 1500 37.21 A 20416 D Common Stock 2018-08-06 4 S 0 4000 126.447 D 16416 D Stock Option (Right to Buy) 13.70 2018-08-06 4 M 0 1250 0.00 D 2024-01-28 Common Stock 1250 20250 D Stock Option (Right to Buy) 37.21 2018-08-06 4 M 0 1500 0.00 D 2025-01-07 Common Stock 1500 23400 D These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $125.77 to $127.80, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. On January 28, 2014, the Reporting Person was granted 100,000 options, 25% of which vested on February 1, 2016 and the remainder of which vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to his continued status as a service provider. On January 7, 2015, the Reporting Person was granted 29,400 options, 25% of which vested on January 1, 2016 and the remainder of which vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to his continued status as a service provider. /s/ Adam DeWitt 2018-08-08