Initial Statement of Beneficial Ownership (3)
April 03 2014 - 7:16PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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SEA VI Management LLC
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2. Date of Event Requiring Statement (MM/DD/YYYY)
4/3/2014
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3. Issuer Name
and
Ticker or Trading Symbol
GrubHub Inc. [GRUB]
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(Last)
(First)
(Middle)
C/O SPECTRUM EQUITY, 333 MIDDLEFIELD ROAD, SUITE 200
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Convertible Preferred Stock
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(1)
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(1)
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Common Stock
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8948546
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(1)
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I
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See Footnotes
(2)
(3)
(4)
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Explanation of Responses:
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(
1)
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The Series A Convertible Preferred Stock is convertible at any time, at the holder's election, into GrubHub Inc. common stock on a one-for-one basis and automatically converts immediately prior to a qualified intial public offering, and has no expiration date.
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(
2)
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The Series A Convertible Preferred Stock of GrubHub Inc. (the "Issuer") held by entities affiliated with SEA VI Management, LLC is as follows: (i) 8,923,490 shares held by SEI VI Chow AIV, L.P. ("SEI VI"), the general partner of which is Spectrum Equity Associates VI, L.P., the general partner of which is SEA VI Management, LLC, over which Brion B. Applegate, William P. Collatos, Victor E. Parker, Christopher T. Mitchell, Benjamin C. Spero, James J. Quagliaroli and Randy J. Henderson exercise voting and dispositive power, (ii) 21,566 shares held by Spectrum VI Investment Managers' Fund, L.P. ("IMF VI"), the general partner of which is SEA VI Management, LLC, over which Brion B. Applegate, William P. Collatos, Victor E. Parker, Christopher T. Mitchell, Benjamin C. Spero, James J. Quagliaroli and Randy J. Henderson exercise voting and dispositive power, and (iii) 3,490 shares held by Spectrum VI Co-Investment Fund, L.P.
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(
3)
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(Continued from Footnote 2) and together with SEI VI and IMF VI, the general partner of which is SEA VI Management, LLC, over which Brion B. Applegate, William P. Collatos, Victor E. Parker, Christopher T. Mitchell, Benjamin C. Spero, James J. Quagliaroli and Randy J. Henderson exercise voting and dispositive power.
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(
4)
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Each of the individual general partners and managing directors of the Spectrum Funds, as the case may be, including Benjamin C. Spero, who serves on GrubHub Inc.'s board of directors, Brion B. Applegate, William P. Collatos, Victor E. Parker, Christopher T. Mitchell, James J. Quagliaroli and Randy J. Henderson disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein
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Remarks:
(5) Please see footnote 2.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SEA VI Management LLC
C/O SPECTRUM EQUITY
333 MIDDLEFIELD ROAD, SUITE 200
MENLO PARK, CA 94025
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X
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SEI VI Chow AIV
C/O SPECTRUM EQUITY
333 MIDDLEFIELD ROAD, SUITE 200
MENLO PARK, CA 94025
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See Remarks
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Spectrum VI Investment Managers Fund, L.P.
C/O SPECTRUM EQUITY
333 MIDDLEFIELD ROAD, SUITE 200
MENLO PARK, CA 94025
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See Remakrs
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Spectrum VI Co-Investment Fund, L.P.
C/O SPECTRUM EQUITY
333 MIDDLEFIELD ROAD, SUITE 200
MENLO PARK, CA 94025
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See Remakrs
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Signatures
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/s/ Benjamin C. Spero
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4/2/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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