X0306 4 2018-01-01 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 2018-01-01 4 M 0 791 A 891 D Common Stock 2018-01-01 4 F 0 335 71.80 D 556 D Common Stock 2018-01-02 4 M 0 2110 13.70 A 2666 D Common Stock 2018-01-02 4 M 0 2195 24.20 A 4861 D Common Stock 2018-01-02 4 S 0 4305 70.953 D 556 D Common Stock 2018-01-03 4 S 0 456 71.45 D 100 D Restricted Stock Units 2018-01-01 4 M 0 791 0.00 D Common Stock 791 19001 D Stock Options (Right to Buy) 13.70 2018-01-02 4 M 0 2110 0.00 D 2024-01-28 Common Stock 2110 13704 D Stock Options (Right to Buy) 24.20 2018-01-02 4 M 0 2195 0.00 D 2025-12-31 Common Stock 2195 4400 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 price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $70.34 to $71.69, 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 38,000 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 her continued status as a service provider. On January 28, 2014, the Reporting Person was granted 50,600 options, 25% of which vested on February 1, 2016 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 her continued status as a service provider. On December 31, 2015, the Reporting Person was granted 8,799 options, 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 her continued status as a service provider. /s/ Margo Drucker 2018-01-03