SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* GURLEY J WILLIAM (Last) (First) (Middle) C/O BENCHMARK CAPITAL 2480 SAND HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/03/2014	3. Issuer Name and Ticker or Trading Symbol GrubHub Inc. [ GRUB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,786,550	I	See Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(3)	(3)	Common Stock	1,407,750	(3)	I	See Footnotes(1)(2)

Explanation of Responses:

1. The 4,786,550 shares of common stock and the 1,407,750 shares of Series A Convertible Preferred Stock of GrubHub Inc. (the "Issuer") are held by Benchmark Capital Partners VI, L.P, as nominee for Benchmark Capital Partners VI, L.P., Benchmark Founders' Fund VI, L.P., Benchmark Founders' Fund VI-B, L.P. and related individuals, collectively, the Benchmark Funds. Benchmark Capital Management Co. VI, L.L.C., or BCMC VI, is the General Partner of Benchmark Capital Partners VI, L.P.

2. Mr. J. William Gurley, the reporting person, is a managing member of BCMC VI and may be deemed to have shared voting and investment power over the shares held by the Benchmark Funds. Mr. Gurley disclaims beneficial ownership of these shares except to the extent of his pecuinary interest in the shares. Mr. Gurley does not directly own any shares of common stock of the Issuer.

3. The Series A Convertible Preferred Stock is convertible at any time, at the holder's election, into shares of common stock of GrubHub Inc. on a one-for-one basis and automatically converts immediately prior to a qualified initial public offering, and has no expiration date.

Remarks:

	/s/ Margo Drucker as Attorney-in-Fact for J. William Gurley	04/02/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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