Sec Form 4 Filing - Kucharski Brandt Walter @ GrubHub Inc. - 2020-08-01

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 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) C/O GRUBHUB INC., 111 W. WASHINGTON STREET, SUITE 2100 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2020 (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 08/01/2020 M 145 A 516 D Common Stock 08/01/2020 F( 2 ) 43 D $ 72.24 473 D Common Stock 08/01/2020 M 257 A 730 D Common Stock 08/01/2020 F( 2 ) 76 D $ 72.24 654 D Common Stock 08/01/2020 M 238 A 892 D Common Stock 08/01/2020 F( 2 ) 70 D $ 72.24 822 D Common Stock 08/01/2020 M 526 A 1,348 D Common Stock 08/01/2020 F( 2 ) 155 D $ 72.24 1,193 D Common Stock 08/04/2020 S( 3 ) 451 D $ 72.41 742 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 Restricted Stock Units ( 4 ) 08/01/2020 M 145 ( 5 ) ( 5 ) Common Stock 145 $ 0 876 D Restricted Stock Units ( 4 ) 08/01/2020 M 257 ( 6 ) ( 6 ) Common Stock 257 $ 0 1,547 D Restricted Stock Units ( 4 ) 08/01/2020 M 238 ( 7 ) ( 7 ) Common Stock 238 $ 0 2,380 D Restricted Stock Units ( 4 ) 08/01/2020 M 526 ( 8 ) ( 8 ) Common Stock 526 $ 0 7,367 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kucharski Brandt Walter C/O GRUBHUB INC. 111 W. WASHINGTON STREET, SUITE 2100 CHICAGO, IL60602 Prin. Acct. Officer/Controller Signatures /s/ Margo Drucker, as Attorney-in-Fact for Brandt W. Kucharski 08/04/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )One share of common stock was issued upon the vesting of each Restricted Stock Unit ("RSU"). ( 2 )Represents shares of common stock withheld to cover tax obligations upon the vesting of RSUs. ( 3 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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.

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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