Sec Form 3 Filing - Kucharski Brandt Walter @ GrubHub Inc. - 2019-08-06

FORM 3 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 Kucharski Brandt Walter 2. Issuer Name and Ticker or Trading Symbol GrubHub Inc. [ GRUB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Prin. Acct. Officer/Controller (Last) (First) (Middle) 111 W WASHINGTON STREET, SUITE 2100 3. Date of Earliest Transaction (MM/DD/YY) 08/06/2019 (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 818 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) $ 34.43 ( 1 ) 01/30/2025 Common Stock 10,800 D Restricted Stock Units ( 3 ) ( 2 ) ( 2 ) Common Stock 188 D Restricted Stock Units ( 3 ) ( 4 ) ( 4 ) Common Stock 563 D Restricted Stock Units ( 3 ) ( 5 ) ( 5 ) Common Stock 2,626 D Restricted Stock Units ( 3 ) ( 6 ) ( 6 ) Common Stock 2,577 D Restricted Stock Units ( 3 ) ( 7 ) ( 7 ) Common Stock 3,808 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kucharski Brandt Walter 111 W WASHINGTON STREET SUITE 2100 CHICAGO, IL60602 Prin. Acct. Officer/Controller Signatures /s/ Margo Drucker, as Attorney-in-Fact for Brandt W. Kucharski 08/09/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents options granted on January 30, 2015. The options fully vested on February 1, 2019. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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.

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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