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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* SEA VI Management LLC (Last) (First) (Middle) C/O SPECTRUM EQUITY 333 MIDDLEFIELD 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) Director X 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) Form filed by One Reporting Person X 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)

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	(1)	(1)	Common Stock	8,948,546	(1)	I	See Footnotes(2)(3)(4)

1. Name and Address of Reporting Person* SEA VI Management LLC (Last) (First) (Middle) C/O SPECTRUM EQUITY 333 MIDDLEFIELD ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SEI VI Chow AIV (Last) (First) (Middle) C/O SPECTRUM EQUITY 333 MIDDLEFIELD ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Spectrum VI Investment Managers Fund, L.P. (Last) (First) (Middle) C/O SPECTRUM EQUITY 333 MIDDLEFIELD ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remakrs

1. Name and Address of Reporting Person* Spectrum VI Co-Investment Fund, L.P. (Last) (First) (Middle) C/O SPECTRUM EQUITY 333 MIDDLEFIELD ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remakrs

Explanation of Responses:

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

2. The Series A Convertible Preferred Stock of GrubHub Inc. (the "Issuer") held by entities affiliated with SEA VI Management, LLC is as follows: (i) 8,923,490 shares held by SEI VI Chow AIV, L.P. ("SEI VI"), the general partner of which is Spectrum Equity Associates VI, L.P., the general partner of which is SEA VI Management, LLC, over which Brion B. Applegate, William P. Collatos, Victor E. Parker, Christopher T. Mitchell, Benjamin C. Spero, James J. Quagliaroli and Randy J. Henderson exercise voting and dispositive power, (ii) 21,566 shares held by Spectrum VI Investment Managers' Fund, L.P. ("IMF VI"), the general partner of which is SEA VI Management, LLC, over which Brion B. Applegate, William P. Collatos, Victor E. Parker, Christopher T. Mitchell, Benjamin C. Spero, James J. Quagliaroli and Randy J. Henderson exercise voting and dispositive power, and (iii) 3,490 shares held by Spectrum VI Co-Investment Fund, L.P.

3. (Continued from Footnote 2) and together with SEI VI and IMF VI, the general partner of which is SEA VI Management, LLC, over which Brion B. Applegate, William P. Collatos, Victor E. Parker, Christopher T. Mitchell, Benjamin C. Spero, James J. Quagliaroli and Randy J. Henderson exercise voting and dispositive power.

4. Each of the individual general partners and managing directors of the Spectrum Funds, as the case may be, including Benjamin C. Spero, who serves on GrubHub Inc.'s board of directors, Brion B. Applegate, William P. Collatos, Victor E. Parker, Christopher T. Mitchell, James J. Quagliaroli and Randy J. Henderson disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein

Remarks:

(5) Please see footnote 2.

	/s/ Benjamin C. Spero	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.