0000899243-21-023913.txt : 20210615 0000899243-21-023913.hdr.sgml : 20210615 20210615172801 ACCESSION NUMBER: 0000899243-21-023913 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210615 FILED AS OF DATE: 20210615 DATE AS OF CHANGE: 20210615 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Drucker Margo CENTRAL INDEX KEY: 0001600379 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36389 FILM NUMBER: 211019690 MAIL ADDRESS: STREET 1: 1065 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10018 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GrubHub Inc. CENTRAL INDEX KEY: 0001594109 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 462908664 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 111 WEST WASHINGTON, SUITE 2100 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 646-527-7672 MAIL ADDRESS: STREET 1: 111 WEST WASHINGTON, SUITE 2100 CITY: CHICAGO STATE: IL ZIP: 60602 FORMER COMPANY: FORMER CONFORMED NAME: Grubhub Inc. DATE OF NAME CHANGE: 20140227 FORMER COMPANY: FORMER CONFORMED NAME: GrubHub Inc. DATE OF NAME CHANGE: 20140227 FORMER COMPANY: FORMER CONFORMED NAME: GrubHub Seamless Inc. DATE OF NAME CHANGE: 20131212 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-06-15 1 0001594109 GrubHub Inc. GRUB 0001600379 Drucker Margo C/O GRUBHUB INC. 111 W. WASHINGTON STREET, SUITE 2100 CHICAGO IL 60602 0 1 0 0 Chief Legal Officer, Secretary Common Stock 2021-06-15 4 A 0 5543 0.00 D 0 D Restricted Stock Units 0.00 2021-06-15 4 D 0 1933 0.00 D Common Stock 1933 0 D Restricted Stock Units 0.00 2021-06-15 4 D 0 4165 0.00 D Common Stock 4165 0 D Restricted Stock Units 0.00 2021-06-15 4 D 0 19294 0.00 D Common Stock 19294 0 D Restricted Stock Units 0.00 2021-06-15 4 D 0 24766 0.00 D Common Stock 24766 0 D Stock Option (Right to Buy) 38.20 2021-06-15 4 D 0 4969 D 2027-02-09 Common Stock 4969 0 D Stock Option (Right to Buy) 86.70 2021-06-15 4 D 0 26905 D 2028-02-12 Common Stock 26905 0 D Stock Option (Right to Buy) 78.08 2021-06-15 4 D 0 23770 D 2029-02-11 Common Stock 23770 0 D In accordance with the methodology and exchange ratio set for in the merger agreement between GrubHub Inc., Checkers Merger Sub I, Inc., Checkers Merger Sub II, Inc. and Just Eat Takeaway.com N.V. ("Parent"), as amended (the "Merger Agreement") dated June 10, 2020, these shares were exchanged for American Depositary Shares of Parent ("Parent ADSs"). Each Restricted Stock Unit ("RSU") represented a contingent right to receive a share of common stock or, at the option of the Compensation Committee, cash of equivalent value. In accordance with the methodology and exchange ratio set forth in the Merger Agreement, these RSUs were assumed by Parent and converted into restricted stock units with respect to Parent ADSs, subject to the previously reported applicable vesting schedules. This option, which was fully vested and exercisable, was assumed by Parent and converted, in accordance with applicable law and the methodology and exchange ratio set forth in the Merger Agreement, into an option to acquire Parent ADSs. This option, which provided for vesting 25% on February 1, 2019 with the remainder vesting ratably over the 12 consecutive quarters thereafter on May 1, August 1, November 1and February 1 of each year, was assumed by Parent and converted, in accordance with applicable law and the methodology and exchange ratio set forth in the Merger Agreement, into an option to acquire Parent ADSs subject to the foregoing vesting schedule. This option, which provided for vesting 25% on February 1, 2020 with the remainder vesting ratably over the 12 consecutive quarters thereafter on May 1, August 1, November 1 and February 1 of each year, was assumed by Parent and converted, in accordance with applicable law and the methodology and exchange ratio set forth in the Merger Agreement, into an option to acquire Parent ADSs subject to the foregoing vesting schedule. /s/ Margo Drucker 2021-06-15