SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kucharski Brandt Walter

(Last)

(First)

(Middle)

C/O GRUBHUB INC.

111 W. WASHINGTON STREET, SUITE 2100

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GrubHub Inc. [ GRUB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Prin. Acct. Officer/Controller

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.00⁽¹⁾	06/15/2021		D			774	⁽²⁾	⁽²⁾	Common Stock	774	$0.00⁽²⁾	0	D
Restricted Stock Units	$0.00⁽¹⁾	06/15/2021		D			1,666	⁽²⁾	⁽²⁾	Common Stock	1,666	$0.00⁽²⁾	0	D
Restricted Stock Units	$0.00⁽¹⁾	06/15/2021		D			5,789	⁽²⁾	⁽²⁾	Common Stock	5,789	$0.00⁽²⁾	0	D
Restricted Stock Units	$0.00⁽¹⁾	06/15/2021		D			4,953	⁽²⁾	⁽²⁾	Common Stock	4,953	$0.00⁽²⁾	0	D
Restricted Stock Units	$0.00⁽¹⁾	06/15/2021		D			930	⁽²⁾	⁽²⁾	Common Stock	930	$0.00⁽²⁾	0	D
Restricted Stock Units	$0.00⁽¹⁾	06/15/2021		D			4,737	⁽²⁾	⁽²⁾	Common Stock	4,737	$0.00⁽²⁾	0	D
Stock Option (Right to Buy)	$34.43	06/15/2021		D			9,800	⁽³⁾	01/30/2025	Common Stock	9,800	⁽³⁾	0	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represented a contingent right to receive a share of common stock or, at the option of the Compensation Committee, cash of equivalent value.

2. In accordance with the methodology and exchange ratio set forth in the Merger Agreement, these RSUs were assumed by Parent and converted into restricted stock units with respect to American Depositary Shares of Parent ("Parent ADSs"), subject to the previously reported applicable vesting schedules.

3. This option, which was fully vested and exercisable, was assumed by Parent and converted, in accordance with applicable law and the methodology and exchange ratio set forth in the Merger Agreement, into an option to acquire Parent ADSs.

Remarks:

	/s/ Margo Drucker, as Attorney-in-Fact for Brandt W. Kucharski	06/15/2021
	** 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 4 (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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SEC Form 4 filed by Kucharski Brandt Walter