Statement of Changes in Beneficial Ownership (4)
November 02 2020 - 5:42PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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Drucker Margo |
2. Issuer Name and Ticker or Trading Symbol
GrubHub Inc.
[
GRUB
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Legal Officer, Secretary |
(Last)
(First)
(Middle)
C/O GRUBHUB INC., 1065 AVENUE OF THE AMERICAS, 15TH FL |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/1/2020 |
(Street)
NEW YORK, NY 10018
(City)
(State)
(Zip)
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4. 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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/1/2020 | | M | | 327 | A | (1) | 4780 | D | |
Common Stock | 11/1/2020 | | F(2) | | 112 | D | $73.96 | 4668 | D | |
Common Stock | 11/1/2020 | | M | | 644 | A | (1) | 5312 | D | |
Common Stock | 11/1/2020 | | F(2) | | 219 | D | $73.96 | 5093 | D | |
Common Stock | 11/1/2020 | | M | | 595 | A | (1) | 5688 | D | |
Common Stock | 11/1/2020 | | F(2) | | 203 | D | $73.96 | 5485 | D | |
Common Stock | 11/1/2020 | | M | | 1754 | A | (1) | 7239 | D | |
Common Stock | 11/1/2020 | | F(2) | | 775 | D | $73.96 | 6464 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | (3) | 11/1/2020 | | M | | | 327 | (4) | (4) | Common Stock | 327 | $0.00 | 982 | D | |
Restricted Stock Units | (3) | 11/1/2020 | | M | | | 644 | (5) | (5) | Common Stock | 644 | $0.00 | 3222 | D | |
Restricted Stock Units | (3) | 11/1/2020 | | M | | | 595 | (6) | (6) | Common Stock | 595 | $0.00 | 5355 | D | |
Restricted Stock Units | (3) | 11/1/2020 | | M | | | 1754 | (7) | (7) | Common Stock | 1754 | $0.00 | 22802 | 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) | 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. |
(4) | On February 9, 2017, the Reporting Person was granted 15,707 RSUs, 25% of which vested on February 1, 2018 and the remainder of which vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to her continued status as a service provider. |
(5) | On February 12, 2018, the Reporting Person was granted 10,308 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 her continued status as a service provider. |
(6) | On February 11, 2019, the Reporting Person was granted 9,519 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 her continued status as a service provider. |
(7) | On February 8, 2020, the Reporting Person was granted 28,064 RSUs, all of which vested or will vest in equal amounts for 16 consecutive quarters on May 1, August 1, November 1 and February 1 of each year, subject to her continued status as a service provider. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Drucker Margo C/O GRUBHUB INC. 1065 AVENUE OF THE AMERICAS, 15TH FL NEW YORK, NY 10018 |
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| Chief Legal Officer, Secretary |
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Signatures
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/s/ Margo Drucker | | 11/2/2020 |
**Signature of Reporting Person | Date |
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