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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/03/2014 |
3. Issuer Name and Ticker or Trading Symbol
GrubHub Inc. [ GRUB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 53,255 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Stock Option (right to buy) | (1) | 09/13/2021 | Common Stock | 950,000 | $3.8 | D | |
Stock Option (right to buy) | (2) | 11/15/2022 | Common Stock | 375,000 | $5.6 | D | |
Stock Option (right to buy) | (3) | 01/27/2024 | Common Stock | 137,500 | $13.7 | D |
Explanation of Responses: |
1. The option became exercisable as to 250,000 shares on June 6, 2012, of which 50,000 shares have already been exercised. Beginning on July 6, 2012 and continuing monthly until March 6, 2015, the option vested or will vest in equal amounts, representing 1/48 of the total number of shares covered by the option, except that the final vest, ocurring on April 6, 2015, will be an option for 10,416 shares. On February 8, 2014, 25% of the portion of the option that would have remained unvested on August 8, 2014 became exercisable. All vesting of Mr. Zabusky's option is subject to his continued status as an employee. |
2. The option became exercisable as to 93,750 shares on November 1, 2013. Beginning on December 1, 2013 and continuing monthly until April 1, 2016, the option has vested or will vest in equal amounts, representing 1/48 of the total number of shares covered by the option, except that the final vest, occurring on May 1, 2016, will be an option for 3,906 shares. On February 8, 2014, 25% of the portion of the option that would have remained unvested on August 8, 2014 became excercisable. All vesting of Mr. Zabusky's option is subject to his continued status as an employee. |
3. The option will become exercisable as to 34,375 shares on February 1, 2016. Beginning on March 1, 2016 and on the first calendar day of each month for 35 consecutive months thereafter, the remaining shares represented by the option will vest in equal amounts. All vesting of Mr. Zabusky's option is subject to his continued status as an employee. |
Remarks: |
/s/ Margo Drucker as Attorney-in-Fact for Jonathan Zabusky | 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. |