GrubHub Form 4 GrubHub / Brandt Walter Kucharski ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kucharski Brandt Walter

(Last) (First) (Middle)

C/O GRUBHUB INC.

111 W. WASHINGTON STREET, SUITE 2100

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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		257	A	(1)	257	D
Common Stock	05/01/2021		F(2)		76	D	$68.04	181	D
Common Stock	05/01/2021		M		238	A	(1)	419	D
Common Stock	05/01/2021		F(2)		70	D	$68.04	349	D
Common Stock	05/01/2021		M		526	A	(1)	875	D
Common Stock	05/01/2021		F(2)		155	D	$68.04	720	D
Common Stock	05/01/2021		M		330	A	(1)	1,050	D
Common Stock	05/01/2021		F(2)		97	D	$68.04	953	D
Common Stock	05/01/2021		M		61	A	(1)	1,014	D
Common Stock	05/01/2021		F(2)		18	D	$68.04	996	D
Common Stock	05/04/2021		S(3)		720	D	$67.28	276	D
Common Stock	05/04/2021		S		276	D	$65.7072	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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			257	(5)	(5)	Common Stock	257	$0.00	774	D
Restricted Stock Units	(4)	05/01/2021		M			238	(6)	(6)	Common Stock	238	$0.00	1,666	D
Restricted Stock Units	(4)	05/01/2021		M			526	(7)	(7)	Common Stock	526	$0.00	5,789	D
Restricted Stock Units	(4)	05/01/2021		M			330	(8)	(8)	Common Stock	330	$0.00	4,953	D
Restricted Stock Units	(4)	05/01/2021		M			61	(9)	(9)	Common Stock	61	$0.00	930	D

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 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.

6. 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.

7. 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.

8. On February 5, 2021, the Reporting Person was granted 5,283 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 his continued status as a service provider.

9. On March 3, 2021, the Reporting Person was granted 991 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 his continued status as a service provider.

Remarks:

	/s/ Margo Drucker, as Attorney-in-Fact for Brandt W. Kucharski	05/04/2021
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.