Statement of Changes in Beneficial Ownership (4)
03 Marzo 2017 - 11:05PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Coppola Barbara Martin
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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)
Chief Marketing Officer
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(Last)
(First)
(Middle)
111 W. WASHINGTON STREET, SUITE 2100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2017
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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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Common Stock
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3/1/2017
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M
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1057
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A
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(1)
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7585
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D
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Common Stock
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3/1/2017
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F
(2)
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329
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D
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$36.21
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7256
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D
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Common Stock
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3/1/2017
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M
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729
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A
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(1)
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7985
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D
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Common Stock
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3/1/2017
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F
(2)
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227
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D
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$36.21
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7758
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D
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Common Stock
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3/1/2017
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M
(3)
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1458
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A
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$24.20
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9216
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D
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Common Stock
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3/1/2017
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S
(3)
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1458
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D
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$35.37
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7758
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(4)
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3/1/2017
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M
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1057
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(5)
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(5)
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Common Stock
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1057
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$0.00
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1058
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D
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Restricted Stock Units
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(4)
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3/1/2017
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M
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729
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(6)
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(6)
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Common Stock
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729
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$0.00
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24791
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D
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Stock Option (Right to Buy)
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$24.20
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3/1/2017
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M
(3)
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1458
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(7)
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12/31/2025
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Common Stock
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1458
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$0.00
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49581
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D
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Explanation of Responses:
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(
1)
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One share of common stock was issued upon the vesting of each Restricted Stock Unit ("RSU").
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(
2)
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Represents shares of common stock withheld to cover tax obligations upon the vesting of RSUs.
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(
3)
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These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
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(
4)
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Each RSU represents a contingent right to receive a share of common stock, or at the option of the Compensation Committee, cash of equivalent value.
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(
5)
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On May 12, 2015, the reporting person was granted 25,374 RSUs, 50% of which vested on April 1, 2016 and the remainder of which vests in 12 equal installments on each monthly anniversary thereof.
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(
6)
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On December 31, 2015, the reporting person was granted 34,998 RSUs, 25% of which vested on January 1, 2017 and the remainder of which has vested or will vest in equal amounts on the first calendar of the month for the 36 consecutive months thereafter.
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(
7)
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On December 31, 2015, the reporting person was granted 69,996 options, 25% of which vested on January 1, 2017 and the remainder of which has vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Coppola Barbara Martin
111 W. WASHINGTON STREET
SUITE 2100
CHICAGO, IL 60602
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Chief Marketing Officer
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Signatures
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/s/ Lauren Lipson, as Attorney-in-Fact for Barbara Martin Coppola
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3/3/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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