SEC Form SC 13D filed by GrubHub Inc.
CUSIP NO. 48214T305
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Page 2 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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Cat Rock Capital Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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12,613,816
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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12,613,816
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,613,816
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.93% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, PN
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(1)
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This percentage calculation is based on 212,621,200 Ordinary Shares outstanding, as reported by the Issuer in Exhibit 99.1 of its current report
on Form 6-K, filed on September 28, 2021.
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CUSIP NO. 48214T305
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Page 3 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
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Alexander Captain
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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|||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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12,613,816
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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12,613,816
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,613,816
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|||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.93% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, IN
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(1) |
This percentage calculation is based on 212,621,200 Ordinary Shares outstanding, as reported by the Issuer in Exhibit 99.1 of its current report on Form 6-K, filed on
September 28, 2021.
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CUSIP NO. 48214T305
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Page 4 of 8 Pages
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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1. |
Cat Rock Capital Management LP, a Delaware limited partnership (“Cat Rock”) and
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2. |
Alexander Captain, a United Stated citizen (“Mr. Captain”).
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Item 3. |
Source and Amount of Funds or Other Consideration
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Item 4. |
Purpose of Transaction
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CUSIP NO. 48214T305
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Page 5 of 8 Pages
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Item 5. |
Interest in Securities of the Issuer
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7. |
Material to be Filed as Exhibits.
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Exhibit A: |
Joint Filing Agreement
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Exhibit B: |
Schedule of Transactions, in response to Item 5(c)
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CUSIP NO. 48214T305
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Page 6 of 8 Pages
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CAT ROCK CAPITAL MANAGEMENT LP | |||
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By:
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/s/ Alexander Captain | |
Name: Alexander Captain | |||
Title: Chief Executive Officer | |||
ALEXANDER CAPTAIN | |||
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/s/ Alexander Captain |
CUSIP NO. 48214T305
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Page 7 of 8 Pages
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CAT ROCK CAPITAL MANAGEMENT LP | |||
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By:
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/s/ Alexander Captain | |
Name: Alexander Captain | |||
Title: Chief Executive Officer | |||
ALEXANDER CAPTAIN | |||
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/s/ Alexander Captain |
CUSIP NO. 48214T305
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Page 8 of 8 Pages
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Entity Name
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Transaction Date
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Transaction Type
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Quantity
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Price per Share
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Opportunities Fund II
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10/01/2021
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Buy
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116,483
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€63.76
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SPV
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10/04/2021
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Buy
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354,750
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€64.84
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Opportunities Fund II
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10/04/2021
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Buy
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118,250
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€64.84
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SPV
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10/05/2021
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Buy
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390,000
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€66.10
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SPV
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10/06/2021
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Buy
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360,000
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€65.56
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SPV
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10/07/2021
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Buy
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299,000
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€65.94
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SPV
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10/08/2021
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Buy
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456,000
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€66.62
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SPV
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10/13/2021
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Buy
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203,379
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€63.86
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