X0306 4 2017-01-01 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 SVP, Secretary, Gen Counsel Common Stock 2017-01-01 4 M 0 9500 A 10000 D Common Stock 2017-01-01 4 F 0 3674 37.62 D 6326 D Common Stock 2017-01-03 4 M 0 1054 13.70 A 7380 D Common Stock 2017-01-03 4 M 0 204 5.20 A 7584 D Common Stock 2017-01-03 4 S 0 1258 36.25 D 6326 D Common Stock 2017-01-04 4 S 0 5826 36.9822 D 500 D Restricted Stock Units 2017-01-01 4 M 0 9500 0.00 D Common Stock 9500 28500 D Stock Option (Right to Buy) 13.70 2017-01-03 4 M 0 1054 0.00 D 2024-01-28 Common Stock 1054 27409 D Stock Option (Right to Buy) 5.20 2017-01-03 4 M 0 204 0.00 D 2022-07-09 Common Stock 204 0 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. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $36.56 to $37.45, 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. 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 38,000 RSUs, 25% of which vested on January 1, 2017 and the remainder of which vests in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter. The option 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 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. The option is fully vested and exercisable. /s/ Margo Drucker 2017-01-04