X0306 4 2017-09-01 0 0001594109 GrubHub Inc. GRUB 0001661119 Coppola Barbara Martin 111 W. WASHINGTON STREET SUITE 2100 CHICAGO IL 60602 0 1 0 0 Chief Marketing Officer Common Stock 2017-09-01 4 M 0 729 A 9372 D Common Stock 2017-09-01 4 F 0 342 56.06 D 9030 D Restricted Stock Units 2017-09-01 4 M 0 729 0.00 D Common Stock 729 20416 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. 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 34,998 RSUs, 25% of which vested on January 1, 2017 and the remainder of which has vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to his or her continued status as a service provider. /s/ Margo Drucker, as Attorney-in-Fact for Barbara Martin Coppola 2017-09-06