X0306 4 2018-02-01 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 2018-02-01 4 M 0 1216 A 1216 D Common Stock 2018-02-01 4 F 0 357 72.86 D 859 D Common Stock 2018-02-01 4 M 0 6544 A 7403 D Common Stock 2018-02-01 4 F 0 2823 72.86 D 4580 D Common Stock 2018-02-01 4 M 0 1167 39.70 A 5747 D Common Stock 2018-02-01 4 M 0 16560 38.20 A 22307 D Common Stock 2018-02-01 4 S 0 17727 72.4078 D 4580 D Common Stock 2018-02-05 4 S 0 4580 69.2317 D 0 D Restricted Stock Units 2018-02-01 4 M 0 1216 0.00 D Common Stock 1216 27950 D Restricted Stock Units 2018-02-01 4 M 0 6544 0.00 D Common Stock 6544 19634 D Stock Options (Right to Buy) 39.70 2018-02-01 4 M 0 1167 0.00 D 2025-05-12 Common Stock 1167 16350 D Stock Options (Right to Buy) 38.20 2018-02-01 4 M 0 16560 0.00 D 2027-02-09 Common Stock 16560 49681 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. The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The prices reported in Column 4 are weighted average prices. The shares were sold in multiple transactions at prices ranging from $71.50 to $73.24 on February 1, 2018 and from $67.35 to $70.22 on February 5, 2018, 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. 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 58,330 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 26,178 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 May 12, 2015, the Reporting Person was granted 28,027 options, which 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 continued status as a service provider. On February 9, 2017, the Reporting Person was granted 66,241 options, 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. /s/ Margo Drucker, as Attorney-in-Fact for Stanley Chia 2018-02-05