Sec Form 4 Filing - Drucker Margo @ GrubHub Inc. - 2021-05-01

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 Drucker Margo 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) Chief Legal Officer, Secretary (Last) (First) (Middle) C/O GRUBHUB INC., 1065 AVENUE OF THE AMERICAS, 15TH FL 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2021 (Street) NEW YORK, NY10018 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 05/01/2021 M 644 A 5,097 D Common Stock 05/01/2021 F( 2 ) 219 D $ 68.04 4,878 D Common Stock 05/01/2021 M 595 A 5,473 D Common Stock 05/01/2021 F( 2 ) 203 D $ 68.04 5,270 D Common Stock 05/01/2021 M 1,754 A 7,024 D Common Stock 05/01/2021 F( 2 ) 596 D $ 68.04 6,428 D Common Stock 05/01/2021 M 1,651 A 8,079 D Common Stock 05/01/2021 F( 2 ) 561 D $ 68.04 7,518 D Common Stock 05/04/2021 S( 3 ) 1,975 D $ 67.28 5,543 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 ) 05/01/2021 M 644 ( 5 ) ( 5 ) Common Stock 644 $ 0 1,933 D Restricted Stock Units ( 4 ) 05/01/2021 M 595 ( 6 ) ( 6 ) Common Stock 595 $ 0 4,165 D Restricted Stock Units ( 4 ) 05/01/2021 M 1,754 ( 7 ) ( 7 ) Common Stock 1,754 $ 0 19,294 D Restricted Stock Units ( 4 ) 05/01/2021 M 1,651 ( 8 ) ( 8 ) Common Stock 1,651 $ 0 24,766 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Drucker Margo C/O GRUBHUB INC. 1065 AVENUE OF THE AMERICAS, 15TH FL NEW YORK, NY10018 Chief Legal Officer, Secretary Signatures /s/ Margo Drucker 05/04/2021 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 February 12, 2018, the Reporting Person was granted 10,308 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 her continued status as a service provider. ( 6 )On February 11, 2019, the Reporting Person was granted 9,519 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 her continued status as a service provider. ( 7 )On February 8, 2020, the Reporting Person was granted 28,064 RSUs, all of which vested or will vest in equal amounts for 16 consecutive quarters on May 1, August 1, November 1 and February 1 of each year, subject to her continued status as a service provider. ( 8 )On February 5, 2021, the Reporting Person was granted 26,417 RSUs, all of which have vested or will vest in equal amounts quarterly on May 1, August 1, November 1 and February 1 of each year for 16 consecutive quarters, 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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