BY EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3628
| Attention: | Mr. Mark P. Shuman | |
| Branch Chief - Legal |
April 1, 2014
| Re: | GrubHub Inc. | |
| Registration Statement Filed on Form S-1 | ||
| Registration No. 333-194219 |
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, we wish to advise that between March 24, 2014 and the date hereof the number of Preliminary Prospectuses dated March 24, 2014, which were furnished to 7 prospective underwriters and distributed to underwriters, institutional investors, individuals, dealers, brokers and others, was approximately 4,226.
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 3:00 p.m., Eastern time, on April 3, 2014 or as soon thereafter as practicable.
[Signature Pages Follow]
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
MORGAN STANLEY & Co. LLC
As Representatives of the several Underwriters
By: CITIGROUP GLOBAL MARKETS INC.
| By: | /s/ Israel Halpert | |
| Name: | Israel Halpert | |
| Title: | Vice President |
[Signature Page to Underwriters’ Acceleration Request]
By: MORGAN STANLEY & Co. LLC
| By: | /s/ Ken Pott | |
| Name: | Ken Pott | |
| Title: | Managing Director |
| By: | /s/ Jon Redmond | |
| Name: | Jon Redmond | |
| Title: | Executive Director |
[Signature Page to Underwriters’ Acceleration Request]
