X0206 3 2019-08-06 0 0001594109 GrubHub Inc. GRUB 0001784900 Kucharski Brandt Walter 111 W WASHINGTON STREET SUITE 2100 CHICAGO IL 60602 0 1 0 0 Prin. Acct. Officer/Controller Common Stock 818 D Stock Option (Right to Buy) 34.43 2025-01-30 Common Stock 10800 D Restricted Stock Units Common Stock 188 D Restricted Stock Units Common Stock 563 D Restricted Stock Units Common Stock 2626 D Restricted Stock Units Common Stock 2577 D Restricted Stock Units Common Stock 3808 D Represents options granted on January 30, 2015. The options fully vested on February 1, 2019. Represents Restricted Stock Units ("RSUs") granted on October 22, 2015. The RSUs vested as to 25% on November 1, 2016 and the remaining RSUs have vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to the Reporting Person's continued status as a service provider. 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. Represents RSUs granted on March 3, 2016. The RSUs vested as to 25% on February 1, 2017 and the remaining RSUs have vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to the Reporting Person's continued status as a service provider. Represents RSUs granted on March 1, 2017. The RSUs vested as to 25% on February 1, 2018 and the remaining RSUs have vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to the Reporting Person's continued status as a service provider. Represents RSUs granted on February 12, 2018. The RSUs vested as to 25% on February 1, 2019 and the remaining RSUs will vest in equal amounts for the 12 consecutive quarters thereafter on May 1, August 1, November 1 and February 1 of each year, subject to the Reporting Person's continued status as a service provider. Represents RSUs granted on February 11, 2019. The RSUs will vest as to 25% on February 1, 2020 and the remaining RSUs will vest in equal amounts for the 12 consecutive quarters thereafter on May 1, August 1, November 1 and February 1 of each year, subject to the Reporting Person's continued status as a service provider. /s/ Margo Drucker, as Attorney-in-Fact for Brandt W. Kucharski 2019-08-09