Statement of Changes in Beneficial Ownership (4)
June 15 2021 - 4:32PM
Edgar (US Regulatory)
FORM 4
[X]
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
*
Kucharski Brandt Walter |
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)
Prin. Acct. Officer/Controller |
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(Last)
(First)
(Middle)
C/O GRUBHUB INC., 111 W. WASHINGTON STREET, SUITE 2100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/15/2021 |
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(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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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 | $0.00 (1) | 6/15/2021 | | D | | | 774 | (2) | (2) | Common Stock | 774 | $0.00 (2) | 0 | D | |
| Restricted Stock Units | $0.00 (1) | 6/15/2021 | | D | | | 1666 | (2) | (2) | Common Stock | 1666 | $0.00 (2) | 0 | D | |
| Restricted Stock Units | $0.00 (1) | 6/15/2021 | | D | | | 5789 | (2) | (2) | Common Stock | 5789 | $0.00 (2) | 0 | D | |
| Restricted Stock Units | $0.00 (1) | 6/15/2021 | | D | | | 4953 | (2) | (2) | Common Stock | 4953 | $0.00 (2) | 0 | D | |
| Restricted Stock Units | $0.00 (1) | 6/15/2021 | | D | | | 930 | (2) | (2) | Common Stock | 930 | $0.00 (2) | 0 | D | |
| Restricted Stock Units | $0.00 (1) | 6/15/2021 | | D | | | 4737 | (2) | (2) | Common Stock | 4737 | $0.00 (2) | 0 | D | |
| Stock Option (Right to Buy) | $34.43 | 6/15/2021 | | D | | | 9800 | (3) | 1/30/2025 | Common Stock | 9800 | (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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Kucharski Brandt Walter
C/O GRUBHUB INC.
111 W. WASHINGTON STREET, SUITE 2100
CHICAGO, IL 60602 |
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| Prin. Acct. Officer/Controller |
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Signatures
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| /s/ Margo Drucker, as Attorney-in-Fact for Brandt W. Kucharski | | 6/15/2021 |
| **Signature of Reporting Person | Date |
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