SEC FORM 3

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^*

Evans Michael

(Last)

(First)

(Middle)

C/O GRUBHUB INC.

111 W. WASHINGTON STREET, SUITE 2100

(Street)

CHICAGO

60602

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

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	1,931,035	D
Common Stock	131,504	I	Evans Trust U/A/D March 29, 2012⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽²⁾	07/26/2022	Common Stock	26,724	$5.06	D
Stock Option (right to buy)	⁽³⁾	04/23/2022	Common Stock	159,639	$2	D
Stock Option (right to buy)	⁽⁴⁾	11/16/2022	Common Stock	26,724	$6.18	D
Stock Option (right to buy)	⁽⁵⁾	01/28/2023	Common Stock	50,599	$8.4	D
Stock Option (right to buy)	⁽⁶⁾	03/12/2023	Common Stock	30,130	$8.4	D

Explanation of Responses:

1. These shares were beneficially owned by the reporting person, but were contributed to the Evans Trust U/A/D March 29, 2012, with JP Morgan Trust Company of Delaware serving as Trustee. Michael Evans, as Investment Advisor of the Evans Trust, has sole voting and dispositive power over the shares held by the Evans Trust.

2. On February 8, 2014, 25% of the total number of shares granted under the option vested. The remaining number of shares under the option will vest in equal amounts on the first calendar day of each month for three consecutive months beginning on May 1, 2016. All vesting is subject to Mr. Evans' continued status as an employee.

3. Beginning on May 1, 2013 and ending on February 1, 2014, a total of 12,391.55 shares under the option vested, in equal monthly installments. On February 8, 2014, 25% of the portion of the option that would have remained unvested on August 8, 2014, or 34,953.05 shares under the option, became exercisable. Beginning on March 1, 2014, and continuing until January 1, 2015, 721.19 shares under the option will vest on the first day of each month. Beginning on February 1, 2015 and continuing until March 1, 2016, 6,957.87 shares under the option will vest on the first day of each month. On April 1, 2016, 6,950.76 shares under the option will vest. All vesting is subject to Mr. Evans' continued status as an employee.

4. On February 8, 2014, 25% of the total number of shares granted under the option vested. The remaining number of shares under the option will vest in equal amounts on the first calendar day of each month for three consecutive months beginning on August 1, 2016. All vesting is subject to Mr. Evans' continued status as an employee.

5. On February 8, 2014, 25% of the total number of shares granted under the option vested. The remaining number of shares under the option will vest if a public offering occurs and Mr. Evans has been contiuously employed with GrubHub Inc. through the date of the public offering.

6. On February 8, 2014, 25% of the total number of shares granted under the option vested. The remaining number of shares under the option will vest in equal amounts on the first calendar day of each month for three consecutive months beginning on November 1, 2016. All vesting is subject to Mr. Evans' continued status as an employee.

Remarks:

	/s/ Margo Drucker as Attorney-in-Fact for Michael Evans	04/02/2014
	** 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 5 (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.