X0306 4 2018-02-20 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 2018-02-20 4 M 0 6500 38.20 A 9192 D Common Stock 2018-02-20 4 S 0 9092 96.3599 D 100 D Stock Options (Right to Buy) 38.20 2018-02-20 4 M 0 6500 0.00 D 2027-02-09 Common Stock 6500 33245 D 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 $95.18 to $97.71, 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. On February 9, 2017, the Reporting Person was granted 39,745 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 her continued status as a service provider. /s/ Margo Drucker 2018-02-22