0001209191-17-000511.txt : 20170104 0001209191-17-000511.hdr.sgml : 20170104 20170104084915 ACCESSION NUMBER: 0001209191-17-000511 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170101 FILED AS OF DATE: 20170104 DATE AS OF CHANGE: 20170104 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: 1065 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 646-527-7672 MAIL ADDRESS: STREET 1: 1065 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10018 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Belousova Maria CENTRAL INDEX KEY: 0001692411 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36389 FILM NUMBER: 17503635 MAIL ADDRESS: STREET 1: C/O GRUBHUB INC., 5 BRYANT PARK, 15TH FL CITY: NEW YORK STATE: NY ZIP: 10018 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-01-01 0 0001594109 GrubHub Inc. GRUB 0001692411 Belousova Maria C/O GRUBHUB INC. 5 BRYANT PARK, 15TH FLOOR NEW YORK NY 10018 0 1 0 0 Chief Technology Officer Common Stock 0 D Stock Option (Right to Buy) 13.70 2024-01-28 Common Stock 19791 D Stock Option (Right to Buy) 34.43 2025-01-30 Common Stock 15000 D Stock Option (Right to Buy) 24.20 2025-12-31 Common Stock 60786 D Restricted Stock Units Common Stock 41138 D The reporting person was granted 50,000 options on January 28, 2014. The options vested and became exercisable as to 25% of the underlying shares on February 1, 2015 and the remaining options have vested or will vest in equal amounts on the first calendar day of the month for the consecutive 36 months thereafter. The reporting person previously exercised an aggregate of 30,209 options and sold the underlying shares. Represents options granted on January 30, 2015. The options vested and became exercisable as to 3,750 shares on February 1, 2016 and the remaining options have vested or will vest in equal amounts on the first calendar day of the month for the consecutive 36 months thereafter. Represents options granted on December 31, 2015. The options will vest and become exercisable as to 25% of the underlying shares on January 1, 2017 and the remaining options vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter. Represents RSUs granted on January 8, 2016. The RSUs vest as to 25% on January 1, 2017 and the remaining RSUs vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter. 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. Ex. 24, Power of Attorney /s/ Lauren Lipson, as Attorney-in-Fact for Maria Belousova 2017-01-04 EX-24 2 attachment1.htm EX-24 DOCUMENT

POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
       KNOW ALL BY THESE
PRESENTS, that the undersigned hereby constitutes and appoints each of Margo
Drucker, Adam DeWitt and Lauren Lipson, signing singly, as the undersigned's
true and lawful attorney-in-fact to: (i) execute for and on behalf of the
undersigned, in the undersigned's capacity as an officer and/or director and/or
owner of greater than 10% of the outstanding ordinary shares of GrubHub Inc., a
Delaware corporation (the "Company"), Forms 3, 4 and 5 (including any
amendments, supplements or exhibits thereto) in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder; (ii) do and
perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4 or 5
(including any amendments, supplements or exhibits thereto) and timely file such
form with the United States Securities and Exchange Commission (the "SEC") and
any stock exchange or similar authority, including without limitation the filing
of a Form ID or any other documents necessary or appropriate to enable the
undersigned to file the Form 3, 4 and 5 electronically with the SEC; (iii) seek
or obtain, as the undersigned's representative and on the undersigned's behalf,
information on transactions in the Company's securities from any third party,
including brokers, employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any such information to
each of the undersigned's attorneys-in-fact appointed by this Power of Attorney
and ratifies any such release of information; and (iv) take any other action of
any type whatsoever in connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
       This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4 and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
[Remainder of Page Intentionally Left Blank]


       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed this 13th day of December, 2016.

Signed and acknowledged:

/s/
Maria Belousova
Signature

Maria Belousova
Printed Name