SEC Form 4: Maloney Matthew M. returned 22,194 units of Common Stock to the company, closing all direct ownership in the company
$GRUB
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GrubHub Inc. [ GRUB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/15/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/15/2021 | D | 22,194(1) | D | $0.00(1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $0.00(2) | 06/15/2021 | D | 9,020 | (3) | (3) | Common Stock | 9,020 | $0.00(3) | 0 | D | ||||
| Restricted Stock Units | $0.00(2) | 06/15/2021 | D | 19,435 | (3) | (3) | Common Stock | 19,435 | $0.00(3) | 0 | D | ||||
| Restricted Stock Units | $0.00(2) | 06/15/2021 | D | 45,019 | (3) | (3) | Common Stock | 45,019 | $0.00(3) | 0 | D | ||||
| Restricted Stock Units | $0.00(2) | 06/15/2021 | D | 100,301 | (3) | (3) | Common Stock | 100,301 | $0.00(3) | 0 | D | ||||
| Stock Option (Right to Buy) | $6.18 | 06/15/2021 | D | 21,300 | (4) | 11/16/2022 | Common Stock | 21,300 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $8.39 | 06/15/2021 | D | 50,599 | (4) | 01/28/2023 | Common Stock | 50,599 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $8.39 | 06/15/2021 | D | 36,178 | (4) | 03/12/2023 | Common Stock | 36,178 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $13.7 | 06/15/2021 | D | 225,000 | (4) | 01/28/2024 | Common Stock | 225,000 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $24.2 | 06/15/2021 | D | 613,999 | (4) | 12/31/2025 | Common Stock | 613,999 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $38.2 | 06/15/2021 | D | 198,724 | (4) | 02/09/2027 | Common Stock | 198,724 | (4) | 0 | D | ||||
| Stock Option (Right to Buy) | $86.7 | 06/15/2021 | D | 125,556 | (5) | 02/12/2028 | Common Stock | 125,556 | (5) | 0 | D | ||||
| Stock Option (Right to Buy) | $78.08 | 06/15/2021 | D | 110,924 | (6) | 02/11/2029 | Common Stock | 110,924 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $50.56 | 06/15/2021 | D | 196,445 | (7) | 02/08/2030 | Common Stock | 196,445 | (7) | 0 | D | ||||
| Explanation of Responses: |
| 1. In accordance with the methodology and exchange ratio set for in the merger agreement between GrubHub Inc., Checkers Merger Sub I, Inc., Checkers Merger Sub II, Inc. and Just Eat Takeaway.com N.V. ("Parent"), as amended (the "Merger Agreement") dated June 10, 2020, these shares were exchanged for American Depositary Shares of Parent ("Parent ADSs"). |
| 2. 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. |
| 3. 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 Parent ADSs, subject to the previously reported applicable vesting schedules. |
| 4. 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. |
| 5. This option, which provided for vesting 25% on February 1, 2019 with the remainder vesting ratably over the 12 consecutive quarters thereafter on May 1, August 1, November 1 and February 1 of each year, 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 subject to the foregoing vesting schedule. |
| 6. This option, which provided for vesting 25% on February 1, 2020 with the remainder vesting ratably over the 12 consecutive quarters thereafter on May 1, August 1, November 1 and February 1 of each year, 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 subject to the foregoing vesting schedule. |
| 7. This option, which provided for vesting ratably on May 1, August 1, November 1 and February 1 of each year for 16 consecutive quarters, 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 subject to the foregoing vesting schedule. |
| Remarks: |
| /s/ Margo Drucker, as Attorney-in-Fact for Matthew M. Maloney | 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. | ||
| 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 Number. | ||