FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Belousova Maria

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/1/2017 

3. Issuer Name and Ticker or Trading Symbol

GrubHub Inc. [GRUB]

(Last)        (First)        (Middle)

C/O GRUBHUB INC., 5 BRYANT PARK, 15TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Technology Officer /

(Street)

NEW YORK, NY 10018       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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) 1/28/2024   Common Stock   19791   $13.70   D    
Stock Option (Right to Buy)     (2) 1/30/2025   Common Stock   15000   $34.43   D    
Stock Option (Right to Buy)     (3) 12/31/2025   Common Stock   60786   $24.20   D    
Restricted Stock Units     (4)   (4) Common Stock   41138     (5) D    

Explanation of Responses:
( 1)  The reporting person was granted 50,000 options on January 28, 2014. The options vested and became exercisable as to 25% of the underlying shares on February 1, 2015 and the remaining options have vested or will vest in equal amounts on the first calendar day of the month for the consecutive 36 months thereafter. The reporting person previously exercised an aggregate of 30,209 options and sold the underlying shares.
( 2)  Represents options granted on January 30, 2015. The options vested and became exercisable as to 3,750 shares on February 1, 2016 and the remaining options have vested or will vest in equal amounts on the first calendar day of the month for the consecutive 36 months thereafter.
( 3)  Represents options granted on December 31, 2015. The options will vest and become exercisable as to 25% of the underlying shares on January 1, 2017 and the remaining options vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter.
( 4)  Represents RSUs granted on January 8, 2016. The RSUs vest as to 25% on January 1, 2017 and the remaining RSUs vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter.
( 5)  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.

Remarks:
Ex. 24, Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Belousova Maria
C/O GRUBHUB INC.
5 BRYANT PARK, 15TH FLOOR
NEW YORK, NY 10018

Chief Technology Officer

Signatures
/s/ Lauren Lipson, as Attorney-in-Fact for Maria Belousova 1/4/2017
** 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 control number.
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