X0306 4 2017-08-25 0 0001594109 GrubHub Inc. GRUB 0001660999 Chia Stanley C/O GRUBHUB INC. 111 W. WASHINGTON STREET, SUITE 2100 CHICAGO IL 60602 0 1 0 0 Chief Operating Officer Common Stock 2017-08-25 4 M 0 4671 39.70 A 4671 D Common Stock 2017-08-25 4 S 0 4671 54.1672 D 0 D Stock Options (Right to Buy) 39.70 2017-08-25 4 M 0 4671 0.00 D 2025-05-12 Common Stock 4671 23356 D The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $54.15 to $54.20, 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 May 12, 2015, the Reporting Person was granted 28,027 options, which has vested or will vest in equal amounts on the first calendar day of each month for the 24 consecutive months beginning on May 1, 2017, subject to his or her continued status as a service provider. /s/ Margo Drucker, as Attorney-in-Fact for Stanley Chia 2017-08-29