Initial Statement of Beneficial Ownership (3)
April 03 2014 - 7:17PM
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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Maloney Matthew M.
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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 GRUBHUB INC., 111 W. WASHINGTON STREET, SUITE 2100
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
_____ 10% Owner
___
X
___ Officer (give title below)
_____ Other (specify below)
See Remarks /
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(Street)
CHICAGO, IL 60602
(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)
_
X
_ Form filed by One Reporting Person
___ 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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Common Stock
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847741
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I
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Matthew M. Maloney Revocable Trust
(1)
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Common Stock
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847741
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I
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Maloney Children's 2014 Exempt Trust
(2)
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Common Stock
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847741
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I
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Holly R. Maloney Revocable Trust
(3)
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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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Stock Option (right to buy)
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(4)
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1/27/2024
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Common Stock
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225000
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$13.70
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D
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Stock Option (right to buy)
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(5)
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3/12/2023
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Common Stock
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36178
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$8.40
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D
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Stock Option (right to buy)
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(6)
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1/28/2023
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Common Stock
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50599
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$8.40
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D
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Stock Option (right to buy)
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(7)
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11/16/2022
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Common Stock
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32090
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$6.18
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D
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Stock Option (right to buy)
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(8)
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4/23/2022
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Common Stock
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202560
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$2.00
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D
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Stock Option (right to buy)
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(9)
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7/26/2022
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Common Stock
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32090
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$5.06
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D
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Explanation of Responses:
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(
1)
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These shares were directly beneficially owned, but were contributed to a grantor retained revocable trust on December 20, 2013.
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(
2)
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The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
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(
3)
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The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
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(
4)
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On February 1, 2016, the option will become exercisable as to 56,250 shares. On the first calendar day of each month for 36 consecutive months beginning on March 1, 2016, the option will vest as to 1/48 of the outstanding shares under the option. Vesting is subject to Mr. Maloney's continued status as an employee.
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(
5)
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On the first calendar day of each month for three consecutive months beginning November 1, 2016, one-third of the total shares under the option will vest. Vesting is subject to Mr. Maloney's continued status as an employee.
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(
6)
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If a public offering occurs and the reporting person has been contiuously employed with GrubHub Inc. through the date of the public offering, then the option will become exercisable as to 50,599 shares.
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(
7)
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On the first calendar day of each month for three consecutive months beginning on August 1, 2016, one third of the total shares under the option will vest. Vesting is subject to Mr. Maloney's continued status as an employee.
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(
8)
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On the first calendar day of each month beginning on May 1, 2013 through April 1, 2014, 1,239.16 shares under the option vested. On the first calendar day of each month beginning May 1, 2014 through January 1, 2015, 3,027.31 shares under the option will vest. On the first calendar day of each month beginning February 1, 2015 through March 1, 2016, 10,696.52 shares under the option will vest. On April 1, 2016, 10,692.98 shares under the option will vest. Vesting is subject to Mr. Maloney's continued status as an employee.
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(
9)
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On the first calendar day of each month for three consecutive months beginning May 1, 2016, one-third of the total shares under the option will vest. Vesting is subject to Mr. Maloney's continued status as an employee.
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Remarks:
Chief Executive Officer and Director
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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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Maloney Matthew M.
C/O GRUBHUB INC.
111 W. WASHINGTON STREET, SUITE 2100
CHICAGO, IL 60602
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X
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See Remarks
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Signatures
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/s/ Margo Drucker as Attorney-in-Fact for Matthew Maloney
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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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