Initial Statement of Beneficial Ownership (3)
09 Agosto 2019 - 4:08PM
Edgar (US Regulatory)
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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
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Kucharski Brandt Walter
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2. Date of Event Requiring Statement (MM/DD/YYYY)
8/6/2019
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3. Issuer Name
and
Ticker or Trading Symbol
GrubHub Inc. [GRUB]
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(Last)
(First)
(Middle)
111 W WASHINGTON STREET, SUITE 2100
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
Prin. Acct. Officer/Controller /
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(Street)
CHICAGO, IL 60602
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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818
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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Stock Option (Right to Buy)
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(1)
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1/30/2025
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Common Stock
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10800
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$34.43
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D
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Restricted Stock Units
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(2)
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(2)
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Common Stock
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188
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(3)
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D
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Restricted Stock Units
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(4)
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(4)
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Common Stock
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563
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(3)
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D
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Restricted Stock Units
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(5)
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(5)
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Common Stock
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2626
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(3)
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D
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Restricted Stock Units
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(6)
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(6)
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Common Stock
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2577
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(3)
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D
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Restricted Stock Units
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(7)
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(7)
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Common Stock
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3808
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(3)
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D
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Explanation of Responses:
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(1)
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Represents options granted on January 30, 2015. The options fully vested on February 1, 2019.
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(2)
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Represents Restricted Stock Units ("RSUs") granted on October 22, 2015. The RSUs vested as to 25% on November 1, 2016 and the remaining RSUs have vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to the Reporting Person's continued status as a service provider.
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(3)
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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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(4)
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Represents RSUs granted on March 3, 2016. The RSUs vested as to 25% on February 1, 2017 and the remaining RSUs have vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to the Reporting Person's continued status as a service provider.
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(5)
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Represents RSUs granted on March 1, 2017. The RSUs vested as to 25% on February 1, 2018 and the remaining RSUs have vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to the Reporting Person's continued status as a service provider.
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(6)
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Represents RSUs granted on February 12, 2018. The RSUs vested as to 25% on February 1, 2019 and the remaining RSUs will vest in equal amounts for the 12 consecutive quarters thereafter on May 1, August 1, November 1 and February 1 of each year, subject to the Reporting Person's continued status as a service provider.
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(7)
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Represents RSUs granted on February 11, 2019. The RSUs will vest as to 25% on February 1, 2020 and the remaining RSUs will vest in equal amounts for the 12 consecutive quarters thereafter on May 1, August 1, November 1 and February 1 of each year, subject to the Reporting Person's continued status as a service provider.
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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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Kucharski Brandt Walter
111 W WASHINGTON STREET
SUITE 2100
CHICAGO, IL 60602
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Prin. Acct. Officer/Controller
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Signatures
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/s/ Margo Drucker, as Attorney-in-Fact for Brandt W. Kucharski
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8/9/2019
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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 5(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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