Statement of Changes in Beneficial Ownership (4)
August 04 2020 - 6:24PM
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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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
*
Hall Samuel Pike |
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 Product Officer |
(Last)
(First)
(Middle)
C/O GRUBHUB INC., 111 W. WASHINGTON STREET, SUITE 2100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/1/2020 |
(Street)
CHICAGO, IL 60602
(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 | 8/1/2020 | | M | | 793 | A | (1) | 3858 | D | |
Common Stock | 8/1/2020 | | F(2) | | 304 | D | $72.24 | 3554 | D | |
Common Stock | 8/1/2020 | | M | | 2339 | A | (1) | 5893 | D | |
Common Stock | 8/1/2020 | | F(2) | | 894 | D | $72.24 | 4999 | D | |
Common Stock | 8/4/2020 | | S(3) | | 1449 | D | $72.41 | 3550 | 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 | (4) | 8/1/2020 | | M | | | 793 | (5) | (5) | Common Stock | 793 | $0.00 | 7933 | D | |
Restricted Stock Units | (4) | 8/1/2020 | | M | | | 2339 | (6) | (6) | Common Stock | 2339 | $0.00 | 32741 | 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) | This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. |
(4) | 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. |
(5) | On February 11, 2019, the Reporting Person was granted 12,692 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 his continued status as a service provider. |
(6) | On February 8, 2020, the Reporting Person was granted 37,418 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 his continued status as a service provider. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hall Samuel Pike C/O GRUBHUB INC. 111 W. WASHINGTON STREET, SUITE 2100 CHICAGO, IL 60602 |
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| Chief Product Officer |
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Signatures
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/s/ Margo Drucker, as Attorney-in-Fact for Samuel P. Hall | | 8/4/2020 |
**Signature of Reporting Person | Date |
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