Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

DeWitt Adam

2. Date of Event Requiring Statement (MM/DD/YYYY) 4/3/2014

3. Issuer Name and Ticker or Trading Symbol

GrubHub Inc. [GRUB]

(Last) (First) (Middle)

C/O GRUBHUB INC., 111 W. WASHINGTON STREET, SUITE 2100

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
___ X ___ Officer (give title below) _____ Other (specify below)
See Remarks /

(Street)

CHICAGO, IL 60602

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	500	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	7/26/2022	Common Stock	16333	$5.05	D
Stock Option (right to buy)	⁽²⁾	12/7/2021	Common Stock	213156	$2.00	D
Stock Option (right to buy)	⁽³⁾	12/7/2021	Common Stock	43009	$2.00	D
Stock Option (right to buy)	⁽⁴⁾	4/23/2022	Common Stock	16333	$2.00	D
Stock Option (right to buy)	⁽⁵⁾	11/16/2022	Common Stock	16333	$6.18	D
Stock Option (right to buy)	⁽⁶⁾	3/12/2023	Common Stock	18414	$8.40	D
Stock Option (right to buy)	⁽⁷⁾	1/27/2024	Common Stock	100000	$13.70	D

Explanation of Responses:
( 1)	On the first calendar day of each month for three consecutive months beginning May 1, 2016, the option will vest in equal amounts, subject to Mr. DeWitt's continued status as an employee.
( 2)	Beginning on November 7, 2011 and on the seventh calendar day of each month for 47 consecutive months thereafter, the option has vested or will vest in equal amounts, subject to Mr. DeWitt's continued status as an employee. Mr. Dewitt has exercised his option as to 500 of the shares under this option.
( 3)	On February 8, 2014, the option became exercisable as to all 43,009 shares.
( 4)	On the first calendar day of each month for three consecutive months beginning February 1, 2016, the option will vest in equal amounts, subject to Mr. DeWitt's continued status as an employee.
( 5)	On the first calendar day of each month for three consecutive months beginning August 1, 2016, the option will vest in equal amounts, subject to Mr. DeWitt's continued status as an employee.
( 6)	On the first calendar day of each month for three consecutive months beginning November 1, 2016, the option will vest in equal amounts, subject to Mr. DeWitt's continued status as an employee.
( 7)	The option will become exercisable as to 25,000 shares on February 1, 2016. Beginning on March 1, 2016, and on the first calendar day of each month for 35 months thereafter, the remaining shares represented by the option will vest in equal amounts. The vesting of Mr. DeWitt's option is subject to his continued status as an employee.

Remarks:
Chief Financial Officer and Treasurer

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DeWitt Adam C/O GRUBHUB INC. 111 W. WASHINGTON STREET, SUITE 2100 CHICAGO, IL 60602			See Remarks

Signatures
/s/ Margo Drucker as Attorney-in-Fact for Adam Dewitt		4/2/2014
^** 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 5(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 control number.