X0306 4 2015-10-15 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 EVP, Secretary, Gen Counsel Common Stock 2015-10-15 4 M 0 7000 5.20 A 12000 D Common Stock 2015-10-15 4 S 0 7000 30.2485 D 5000 D Stock Option (Right to Buy) 5.20 2015-10-15 4 M 0 7000 0.00 D 2022-07-09 Common Stock 7000 36588 D The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.06 to $30.55, inclusive. The reporting person undertakes to provide GrubHub Inc., any security holder of GrubHub Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. The option became exercisable as to 31,250 shares on July 1, 2013. Beginning on August 1, 2013 and on the first calendar day of each subsequent month for 35 consecutive months thereafter, the remaining shares represented by the option have vested or will vest in equal amounts. The options shall continue to vest monthly, subject to Ms. Drucker's continued status as an employee. /s/ Margo Drucker 2015-10-19