Sec Form 4 Filing - RICE LINDA JOHNSON @ GrubHub Inc. - 2018-11-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
RICE LINDA JOHNSON
2. Issuer Name and Ticker or Trading Symbol
GrubHub Inc. [ GRUB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GRUBHUB INC., 111 W. WASHIGTON STREET, SUITE 2100
3. Date of Earliest Transaction (MM/DD/YY)
11/02/2018
(Street)
CHICAGO, IL60602
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/02/2018 M( 1 ) 179 A $ 42.01 365 D
Common Stock 11/02/2018 S( 1 ) 179 D $ 95.14 186 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 42.01 11/02/2018 M( 1 ) 179 ( 2 ) 10/17/2026 Common Stock 179 $ 0 9,153 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RICE LINDA JOHNSON
C/O GRUBHUB INC.
111 W. WASHIGTON STREET, SUITE 2100
CHICAGO, IL60602
X
Signatures
/s/ Margo Drucker, as Attorney-in-Fact for Linda Johnson Rice 11/06/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
( 2 )On October 17, 2016, the Reporting Person was granted 17,228 options, 25% of which vested on November 1, 2017 and the remainder of which vested or will vest in equal amounts on the first calendar day of each month for the 36 consecutive months thereafter, subject to her continued status as a service provider.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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