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 ^*

Evans Michael

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)
Chief Operating Officer /

(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	1931035	D
Common Stock	131504	I	Evans Trust U/A/D March 29, 2012 ⁽¹⁾

*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)	⁽²⁾	7/26/2022	Common Stock	26724	$5.06	D
Stock Option (right to buy)	⁽³⁾	4/23/2022	Common Stock	159639	$2.00	D
Stock Option (right to buy)	⁽⁴⁾	11/16/2022	Common Stock	26724	$6.18	D
Stock Option (right to buy)	⁽⁵⁾	1/28/2023	Common Stock	50599	$8.40	D
Stock Option (right to buy)	⁽⁶⁾	3/12/2023	Common Stock	30130	$8.40	D

Explanation of Responses:
( 1)	These shares were beneficially owned by the reporting person, but were contributed to the Evans Trust U/A/D March 29, 2012, with JP Morgan Trust Company of Delaware serving as Trustee. Michael Evans, as Investment Advisor of the Evans Trust, has sole voting and dispositive power over the shares held by the Evans Trust.
( 2)	On February 8, 2014, 25% of the total number of shares granted under the option vested. The remaining number of shares under the option will vest in equal amounts on the first calendar day of each month for three consecutive months beginning on May 1, 2016. All vesting is subject to Mr. Evans' continued status as an employee.
( 3)	Beginning on May 1, 2013 and ending on February 1, 2014, a total of 12,391.55 shares under the option vested, in equal monthly installments. On February 8, 2014, 25% of the portion of the option that would have remained unvested on August 8, 2014, or 34,953.05 shares under the option, became exercisable. Beginning on March 1, 2014, and continuing until January 1, 2015, 721.19 shares under the option will vest on the first day of each month. Beginning on February 1, 2015 and continuing until March 1, 2016, 6,957.87 shares under the option will vest on the first day of each month. On April 1, 2016, 6,950.76 shares under the option will vest. All vesting is subject to Mr. Evans' continued status as an employee.
( 4)	On February 8, 2014, 25% of the total number of shares granted under the option vested. The remaining number of shares under the option will vest in equal amounts on the first calendar day of each month for three consecutive months beginning on August 1, 2016. All vesting is subject to Mr. Evans' continued status as an employee.
( 5)	On February 8, 2014, 25% of the total number of shares granted under the option vested. The remaining number of shares under the option will vest if a public offering occurs and Mr. Evans has been contiuously employed with GrubHub Inc. through the date of the public offering.
( 6)	On February 8, 2014, 25% of the total number of shares granted under the option vested. The remaining number of shares under the option will vest in equal amounts on the first calendar day of each month for three consecutive months beginning on November 1, 2016. All vesting is subject to Mr. Evans' continued status as an employee.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Evans Michael C/O GRUBHUB INC. 111 W. WASHINGTON STREET, SUITE 2100 CHICAGO, IL 60602			Chief Operating Officer

Signatures
/s/ Margo Drucker as Attorney-in-Fact for Michael Evans		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.
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