| 601 Lexington Avenue | ||||
| New York, New York 10022 | ||||
| Ross M. Leff | ||||
| To Call Writer Directly: | (212) 446-4800 | Facsimile: | ||
| (212) 446-4947 | (212) 446-4900 | |||
| ross.leff@kirkland.com | www.kirkland.com |
August 4, 2015
VIA EDGAR
Attn: Mr. Stephen Krikorian
Accounting Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Re: GrubHub Inc.
Form 10-K for the fiscal year ended December 31, 2014
Filed March 5, 2015
File No. 001-36389
Dear Mr. Krikorian:
On behalf of our client, GrubHub Inc., this letter is in response to the comment letter, dated July 30, 2015, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning GrubHub Inc.’s (the “Company”) Form 10-K for the fiscal year ended December 31, 2014. We intend to fully respond to your comment letter. As discussed with the Staff on August 3, 2015, we respectfully advise the Staff that we are requesting an extension until August 27, 2015 for the Company to respond to the Staff’s comment letter. We believe the extension will help ensure that the Company has time to coordinate its response among the members of its management team and its external advisors and respond effectively.
The undersigned acknowledges that:
| • | the Company is responsible for the adequacy of the disclosure in its filings; |
| • | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Beijing Chicago Hong Kong Houston London Los Angeles Munich Palo Alto San Francisco Shanghai Washington, D.C.
Mr. Stephen Krikorian
August 4, 2015
Page 2
Please do not hesitate to contact me at (212) 446-4947 if you have any questions or comments regarding this letter.
| Sincerely, |
| /s/ Ross M. Leff |
| Ross M. Leff |
| cc: | Adam DeWitt, GrubHub Inc., Chief Financial Officer and Treasurer (via email) |
Margo Drucker, GrubHub Inc., Senior Vice President, General Counsel and Secretary (via email)