X0306 4 2020-11-01 0 0001594109 GrubHub Inc. GRUB 0001784900 Kucharski Brandt Walter C/O GRUBHUB INC. 111 W. WASHINGTON STREET, SUITE 2100 CHICAGO IL 60602 0 1 0 0 Prin. Acct. Officer/Controller Common Stock 2020-11-01 4 M 0 146 A 146 D Common Stock 2020-11-01 4 F 0 43 73.96 D 103 D Common Stock 2020-11-01 4 M 0 258 A 361 D Common Stock 2020-11-01 4 F 0 76 73.96 D 285 D Common Stock 2020-11-01 4 M 0 238 A 523 D Common Stock 2020-11-01 4 F 0 70 73.96 D 453 D Common Stock 2020-11-01 4 M 0 526 A 979 D Common Stock 2020-11-01 4 F 0 155 73.96 D 824 D Restricted Stock Units 2020-11-01 4 M 0 146 0.00 D Common Stock 146 438 D Restricted Stock Units 2020-11-01 4 M 0 258 0.00 D Common Stock 258 1289 D Restricted Stock Units 2020-11-01 4 M 0 238 0.00 D Common Stock 238 2142 D Restricted Stock Units 2020-11-01 4 M 0 526 0.00 D Common Stock 526 6841 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 March 1, 2017, the Reporting Person was granted 7,000 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 his continued status as a service provider. On February 12, 2018, the Reporting Person was granted 27,488 The RSUs, 25% of which vested on February 1, 2019 and the remainder of which vested or 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 his continued status as a service provider. On February 11, 2019, the Reporting Person was granted 3,808 RSUs, 25% of which vested on February 1, 2020 and the remainder of which vested or 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 his continued status as a service provider. On February 8, 2020, the Reporting Person was granted 8,419 RSUs, all of which vested or will vest in equal amounts on May 1, August 1, November 1 and February 1 of each year, subject to his continued status as a service provider. /s/ Margo Drucker, as Attorney-in-Fact for Brandt W. Kucharski 2020-11-02