X0306 4 2019-07-19 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 2019-07-19 4 M 0 4216 13.70 A 12574 D Common Stock 2019-07-19 4 M 0 1650 24.20 A 14224 D Common Stock 2019-07-19 4 M 0 8200 38.20 A 22424 D Common Stock 2019-07-19 4 S 0 15489 74.9872 D 6935 D Stock Option (Right to Buy) 13.70 2019-07-19 4 M 0 4216 0.00 D 2024-01-28 Common Stock 4216 0 D Stock Option (Right to Buy) 24.20 2019-07-19 4 M 0 1650 0.00 D 2025-12-31 Common Stock 1650 1100 D Stock Option (Right to Buy) 38.20 2019-07-19 4 M 0 8200 0.00 D 2027-02-09 Common Stock 8200 15733 D These transactions 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 $74.64 to $75.19, 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 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 in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter. 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. On February 9, 2017, the Reporting Person was granted 15,707 RSUs, 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 2019-07-23