X0306 4 2019-08-01 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 2019-08-01 4 M 0 3070 A 45114 D Common Stock 2019-08-01 4 F 0 1361 66.57 D 43753 D Common Stock 2019-08-01 4 M 0 954 A 44707 D Common Stock 2019-08-01 4 F 0 423 66.57 D 44284 D Common Stock 2019-08-01 4 M 0 1718 A 46002 D Common Stock 2019-08-01 4 F 0 762 66.57 D 45240 D Restricted Stock Units 2019-08-01 4 M 0 3070 0.00 D Common Stock 3070 15351 D Restricted Stock Units 2019-08-01 4 M 0 954 0.00 D Common Stock 954 17180 D Restricted Stock Units 2019-08-01 4 M 0 1718 0.00 D Common Stock 1718 17180 D One share of common stock was issued upon the vesting of each Restricted Stock Unit ("RSU"). Represents shares of common stock withheld to cover tax obligations upon the vesting of RSUs. Each RSU represents a contingent right to receive a share of common stock, or at the option of the Compensation Committee, cash of equivalent value. On December 31, 2015, the Reporting Person was granted 147,360 RSUs, 25% of which vested on January 1, 2017 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 February 9, 2017, the Reporting Person was granted 45,812 RSUs, 25% of which vested on February 1, 2018 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 February 12, 2018, the Reporting Person was granted 27,488 RSUs, 25% of which vested on February 1, 2019 and the remainder which vested or will vest in equal amounts for the 12 consecutive quarters thereafter on May 1, August 1, November 1 and February 1 of each year, subject to his continued status as a service provider. /s/ Adam DeWitt 2019-08-05