Initial Statement of Beneficial Ownership (3)
04 April 2014 - 10:04AM
Edgar (US Regulatory)
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
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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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Zabusky Jonathan
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2. Date of Event Requiring Statement (MM/DD/YYYY)
4/3/2014
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3. Issuer Name
and
Ticker or Trading Symbol
GrubHub Inc. [GRUB]
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(Last)
(First)
(Middle)
C/O GRUBHUB INC., 1065 AVENUE OF THE AMERICAS, 15TH FL.
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
President and Director /
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(Street)
NEW YORK, NY 10018
(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)
_
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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53255
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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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9/13/2021
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Common Stock
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950000
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$3.80
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D
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Stock Option (right to buy)
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(2)
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11/15/2022
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Common Stock
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375000
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$5.60
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D
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Stock Option (right to buy)
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(3)
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1/27/2024
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Common Stock
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137500
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$13.70
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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.
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(
3)
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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.
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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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Zabusky Jonathan
C/O GRUBHUB INC.
1065 AVENUE OF THE AMERICAS, 15TH FL.
NEW YORK, NY 10018
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X
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President and Director
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Signatures
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/s/ Margo Drucker as Attorney-in-Fact for Jonathan Zabusky
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4/2/2014
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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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