X0306 4 2017-10-09 0 0001594109 GrubHub Inc. GRUB 0001556458 Maloney Matthew M. C/O GRUBHUB INC. 111 W. WASHINGTON STREET, SUITE 2100 CHICAGO IL 60602 1 1 0 0 CEO and President Common Stock 2017-10-09 4 S 0 6250 51.3718 D 86762 I By Maloney 2016 Exempt Trust Common Stock 75885 I By Matthew M. Maloney Revocable Trust Common Stock 249646 I By Holly R. Maloney Revocable Trust The transactions reported on this Form 4 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 $51.09 to $51.54, 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. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his or her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose. /s/ Margo Drucker, as Attorney-in-Fact for Matthew M. Maloney 2017-10-11