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 |
Legal Branch Chief
September 2, 2014
| Re: | GrubHub Inc. |
Registration Statement Filed on Form S-1
Registration No. 333-198324
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of GrubHub Inc. (the “Company”) that the effective date of the Registration Statement be accelerated so that it will be declared effective at 3:00 p.m. Washington, D.C. time, on Wednesday, September 3, 2014, or as soon thereafter as possible.
Pursuant to Rule 460 of the Act, we wish to advise you that the distribution of the Company’s preliminary prospectus relating to the proposed offering of the Company’s shares of common stock commenced on September 2, 2014. Approximately 2,553 copies of the preliminary prospectuses were distributed to prospective underwriters and distributed to underwriters, institutional investors, individuals, dealers, brokers and others. The preliminary prospectus has been available on the Securities and Exchange Commission’s website since September 2, 2014.
The undersigned has 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.
[Signature Pages Follow]
Very truly yours, | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
As Representative of the several Underwriters | ||
| By: | CITIGROUP GLOBAL MARKETS INC. | |
| By: | /s/ Zaheed Kajani | |
Name: | Zaheed Kajani | |
Title: | Managing Director |
[Signature Page to Underwriters’ Acceleration Request]
