X0206 3 2014-04-03 0 0001594109 GrubHub Inc. GRUB 0001600379 Drucker Margo C/O GRUBHUB INC. 1065 AVENUE OF THE AMERICAS, 15TH FL. NEW YORK NY 10018 0 1 0 0 See Remarks Common Stock 5000 D Stock Option (right to buy) 5.20 2022-07-09 Common Stock 120000 D Stock Option (right to buy) 13.70 2024-01-27 Common Stock 50600 D The option became exercisable as to 31,250 shares on July 1, 2013. The option has been exercised as to 5,000 shares. Beginning on August 1, 2013 and on the first calendar day of each month for 35 consecutive months thereafter, the remaining shares represented by the option have vested and will vest in equal amounts. The options shall continue to vest monthly, subject to Ms. Drucker's continued status as an employee. The option will become exercisable as to 12,650 shares on February 1, 2016. Beginning on March 1, 2016 and on the first calendar day of each month for 35 consecutive months thereafter, the remaining shares represented by the option will vest in equal amounts. The options shall continue to vest, subject to Ms. Drucker's continued status as an employee. Vice President, Secretary, General Counsel /s/ Margo Drucker 2014-04-02