GRUB / Just Eat Takeaway.com N.V. - ADR (New) - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12B 1 form15-12b.htm CERTIFICATION AND NOTICE OF TERMINATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-36389 G

As filed with the Securities and Exchange Commission on June 15, 2021

S-8 POS 1 brhc10025787s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 15, 2021 Registration No. 333‑239194 Registration No. 333‑235400 Registration No. 333‑231866 Registration No. 333‑228261 Registration No. 333‑227330 Registration No. 333‑204327 Registration No. 333‑197510 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendme

As filed with the Securities and Exchange Commission on June 15, 2021

S-8 POS 1 brhc10025787s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 15, 2021 Registration No. 333‑239194 Registration No. 333‑235400 Registration No. 333‑231866 Registration No. 333‑228261 Registration No. 333‑227330 Registration No. 333‑204327 Registration No. 333‑197510 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendme

As filed with the Securities and Exchange Commission on June 15, 2021

S-8 POS 1 brhc10025787s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 15, 2021 Registration No. 333‑239194 Registration No. 333‑235400 Registration No. 333‑231866 Registration No. 333‑228261 Registration No. 333‑227330 Registration No. 333‑204327 Registration No. 333‑197510 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendme

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 28, 2021, pursuant to the provisions of Rule 12d2-2 (a).

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2021 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. FOR IMMEDIATE RELEASE Amsterdam, 15 June 2021 Just Eat Takeaway.com completes acquisition of Grubhub Just Eat Takeaway.com N.V. (AMS: TKWY, LSE: JET, NASDAQ: GRUB), hereafter

Amended and Restated Certificate of Incorporation of Grubhub Inc.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GRUBHUB INC. FIRST: The name of the corporation (hereinafter called the ?Corporation?) is Grubhub Inc. SECOND: The address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, DE 19808, County of New Castle, and the name of the register

Amended and Restated Bylaws of Grubhub Inc.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF GRUBHUB INC. (the ?Corporation?) ARTICLE I Meetings of Stockholders; Stockholders? Consent in Lieu of Meeting SECTION 1.01. Annual Meeting. The annual meeting of the stockholders shall be held at such place, date and hour as shall be fixed by the board of directors of the Corporation (the ?Board of Directors?) and designated in the notice or waiver of not

As filed with the Securities and Exchange Commission on June 15, 2021

S-8 POS 1 brhc10025787s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 15, 2021 Registration No. 333‑239194 Registration No. 333‑235400 Registration No. 333‑231866 Registration No. 333‑228261 Registration No. 333‑227330 Registration No. 333‑204327 Registration No. 333‑197510 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendme

Supplemental Indenture, dated as of June 15, 2021, by and among Checkers Merger Sub II, Inc., Grubhub Holdings Inc. and Wilmington Trust, National Association, as trustee.

Exhibit 4.1 EXECUTION VERSION FIRST SUPPLEMENTAL INDENTURE This FIRST SUPPLEMENTAL INDENTURE, (this ?Supplemental Indenture?) dated as of June 15, 2021 by and among Checkers Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of Parent (as defined below) (the ?Successor Entity?), Grubhub Holdings Inc., as Issuer, and Wilmington Trust, National Association, a national banking as

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2021 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number)

As filed with the Securities and Exchange Commission on June 15, 2021

As filed with the Securities and Exchange Commission on June 15, 2021 Registration No.

As filed with the Securities and Exchange Commission on June 15, 2021

As filed with the Securities and Exchange Commission on June 15, 2021 Registration No.

As filed with the Securities and Exchange Commission on June 15, 2021

As filed with the Securities and Exchange Commission on June 15, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2021 GRUBHUB INC. (Exact

425 1 d185142d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2021 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2021 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Grubhub Stockholders Approve Transaction with Just Eat Takeaway.com

Exhibit 99.1 Grubhub Stockholders Approve Transaction with Just Eat Takeaway.com CHICAGO, June 10, 2021 ? Grubhub Inc. (NYSE: GRUB) (?Grubhub?), a leading online and mobile food-ordering and delivery marketplace, today announced that its stockholders overwhelmingly approved the proposals necessary to complete the proposed acquisition by Just Eat Takeaway.com N.V. (?Just Eat Takeaway.com?) of 100%

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2021 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2021 GRUBHUB INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2021 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2021 GRUBHUB INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2021 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2021 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Grubhub Announces Filing of Definitive Proxy Statement and Special Meeting of Stockholders to be Held on June 10, 2021

Exhibit 99.1 Grubhub Announces Filing of Definitive Proxy Statement and Special Meeting of Stockholders to be Held on June 10, 2021 CHICAGO, May 12, 2021 ? Grubhub Inc. (NYSE: GRUB) (?Grubhub?), a leading online and mobile food-ordering and delivery marketplace, today announced the filing of a definitive proxy statement (the ?proxy statement?) with the U.S. Securities and Exchange Commission. The

Just Eat Takeaway.com N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, with its seat in Amsterdam, the Netherlands) Proposed issue of up to 66,940,392 ordinary shares in the share capita

Filed by Just Eat Takeaway.com N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 Form F-4 File No.: 333-255540 Forward-Looking Statements This communication contains “forward-looking statements” regarding Grubhub, Just Eat Takeaway.com or their re

Filed by Just Eat Takeaway.com N.V.

425 1 nt10016123x24425.htm 425 Filed by Just Eat Takeaway.com N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 Form F-4 File No.: 333-255540 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFM14A 1 nt10016123x20defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission

- PRER14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

Employment Agreement between Grubhub Holdings Inc. (f/k/a Grubhub, Inc.) and Brandt Kucharski, dated as of October 1, 2010.**

EXHIBIT 10.2 10/1/2010 Brandt Kucharski [XXXX] Dear Brandt: Welcome to GrubHub. Congratulations on your position as Corporate Controller. In this position, you are a full-time, exempt employee and are eligible for benefits. The purpose of this letter is to confirm the terms of your employment with GrubHub, Inc. (the "Company"). Position: You will be employed by the Company as Corporate Controller

Grubhub Inc. Employee Severance Plan**

EXHIBIT 10.1 GRUBHUB INC. EMPLOYEE SEVERANCE PLAN Grubhub Inc. (the ?Company?) hereby adopts this Grubhub Inc. Employee Severance Plan (the ?Plan?), effective as of August 8, 2020 (the ?Effective Date?), for the benefit of ?Eligible Employees? (as defined below). The Plan supersedes any and all prior plans, policies or practices, written or oral, with respect to severance pay or benefits, which ma

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-36389 GRUBHUB INC. (Exact name of registrant as specified in it

Merger Prospectus - 425

Filed by GrubHub Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GrubHub Inc. Commission File No.: 001-36389 The following communication was made available to employees of Grubhub Inc. on May 3, 2021: Grubhub/Just Eat Takeaway.com Merger – Employee FAQ Updated May 2, 2021 1. Who is Just E

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2021 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number

- DEFA14A

DEFA14A 1 grub-defa14a20210618.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

- DEF 14A

DEF 14A 1 grub-def14a20210618.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Comm

Merger Prospectus - 425

425 1 d165078d425.htm 425 Filed by GrubHub Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GrubHub Inc. Commission File No.: 001-36389 The following is a quote from Matt Maloney, Grubhub Inc.’s founder and Chief Executive Officer, excerpted from Grubhub Inc.’s press release reporting firs

Merger Prospectus - 425

Filed by GrubHub Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GrubHub Inc. Commission File No.: 001-36389 The following is an email from Adam DeWitt, Grubhub Inc.’s President and Chief Financial Officer, sent to employees of Grubhub Inc. on April 27, 2021: “Subject: Closer to the merge

GRUBHUB REPORTS first QUARTER 2021 RESULTS Grubhub generates 52% revenue growth in the first quarter

Exhibit 99.1 GRUBHUB REPORTS first QUARTER 2021 RESULTS Grubhub generates 52% revenue growth in the first quarter CHICAGO, April 28, 2021 ? Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced financial results for the first quarter ended March 31, 2021 and also posted a letter to shareholders on its investor relations website. For the firs

7 GRUBHUB INC. STATEMENTS OF OPERATIONS (in thousands, except per share data)

Exhibit 99.2 April 28, 2021 Dear Fellow Shareholders, This afternoon, following yesterday?s public filing of the registration statement and preliminary proxy statement in connection with our proposed transaction with Just Eat Takeaway.com (JET), we reported our first quarter results. Consistent with recent quarters, we are not planning to hold an earnings conference call. Grubhub and JET remain on

- PREM14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

Merger Prospectus -

Filed by Just Eat Takeaway.com N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 The following communication was made available by a representative of Just Eat Takeaway.com N.V. on Twitter on April 21, 2021: Jitse Groen @jitsegroen Dear Arbs. We h

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2021 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number

Merger Prospectus - 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2021 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number

Second Amendment, by and among Just Eat Takeaway.com N.V., Checkers Merger Sub I, Inc., Checkers Merger Sub II, Inc. and Grubhub Inc., dated March 12, 2021, to the Agreement and Plan of Merger, by and among Just Eat Takeaway.com N.V., Checkers Merger Sub I, Inc., Checkers Merger Sub II, Inc. and Grubhub Inc., dated June 10, 2020, as amended by the First Amendment to the Agreement and Plan of Merger, by and among Just Eat Takeaway.com N.V., Checkers Merger Sub I, Inc., Checkers Merger Sub II, Inc. and Grubhub Inc., dated as of September 4, 2020.

Exhibit 2.1 EXECUTION VERSION SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment to Agreement and Plan of Merger (this ?Amendment?), dated as of March 12, 2021, is made by and among Just Eat Takeaway.com N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (?Parent?), Checkers Merger Sub I, Inc., a Delaware corpora

List of Subsidiaries.

EXHIBIT 21.1 GrubHub Inc. List of Subsidiaries (as of February 19, 2021) Subsidiary Jurisdiction GrubHub Holdings Inc.* Delaware DiningIn LLC Delaware Restaurants on the Run, LLC Delaware MealPort USA LLC** Delaware KMLee Investments Inc*** Delaware LAbite.com, Inc.*** California Slick City Media, Inc.**** New York SCVNGR, Inc.***** Delaware Tapingo, Inc. Delaware Tapingo Ltd. Israel Seamless Euro

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 1-36389 GRUBHUB INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* GrubHub Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Grubhub Inc. Title of Class of Securities: Common Stock CUSIP Number: 400110102 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

Merger Prospectus - 425

Filed by GrubHub Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GrubHub Inc. Commission File No.: 001-36389 The following is a quote from Matt Maloney, Grubhub Inc.’s founder and Chief Executive Officer, excerpted from Grubhub Inc.’s press release reporting fourth quarter and full year 2

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2021 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Numb

GRUBHUB INC. STATEMENTS OF OPERATIONS (in thousands, except per share data)

Exhibit 99.2 February 3, 2021 Dear Fellow Shareholders, This afternoon we reported our fourth quarter and full year 2020 results. Consistent with recent quarters, we are not planning to hold an earnings conference call. Grubhub and Just Eat Takeaway.com (JET) remain on track to complete the transaction in the first half of 2021. As a reminder, all required regulatory approvals for the proposed tra

GRUBHUB REPORTS fourth QUARTER AND FULL YEAR 2020 RESULTS Grubhub generates 48% revenue growth in the fourth quarter

Exhibit 99.1 GRUBHUB REPORTS fourth QUARTER AND FULL YEAR 2020 RESULTS Grubhub generates 48% revenue growth in the fourth quarter CHICAGO, February 3, 2021 – Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced financial results for the fourth quarter and full year ended December 31, 2020 and also posted a letter to shareholders on its inve

Merger Prospectus -

Filed by Just Eat Takeaway.com N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 The following is an excerpt from Just Eat Takeaway.com’s Q4 2020 Trading Update, dated January 13, 2021: All regulatory approvals relating to the Grubhub transaction

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-36389 GRUBHUB INC. (Exact name of registrant as specified i

GRUBHUB REPORTS third QUARTER 2020 RESULTS Grubhub generates 53% revenue growth in the third quarter

Exhibit 99.1 GRUBHUB REPORTS third QUARTER 2020 RESULTS Grubhub generates 53% revenue growth in the third quarter CHICAGO, October 28, 2020 – Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced financial results for the third quarter ended September 30, 2020 and also posted a letter to shareholders on its investor relations website. The Co

Merger Prospectus - 425

Filed by GrubHub Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GrubHub Inc. Commission File No.: 001-36389 The following is a quote from Matt Maloney, Grubhub Inc.’s founder and Chief Executive Officer, excerpted from Grubhub Inc.’s press release reporting third quarter 2020 results, is

GRUBHUB INC. STATEMENTS OF OPERATIONS (in thousands, except per share data)

Exhibit 99.2 October 28, 2020 Dear Fellow Shareholders, This afternoon we reported strong third quarter 2020 results. Consistent with our comments in the second quarter Shareholder Letter, we are not planning to hold quarterly conference calls prior to the close of our acquisition by Just Eat Takeaway.com (JET). JET’s proposed acquisition of Grubhub has received all the required regulatory clearan

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2020 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2020 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Merger Prospectus -

425 1 form425.htm Filed by Just Eat Takeaway.com N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. FFiscCommission File No.: 001-36389 Grubhub acquisition: employee message Posted on JET intranet 9 October 2020 Grubhub acquisition: approved by our shareholders Great news! JET s

Merger Prospectus -

425 1 form425.htm Filed by Just Eat Takeaway.com N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CO

Merger Prospectus - 425

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2020 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File

Media: Charles Armitstead / Ben Foster (London) +44 (0) 7703 330 269 / +44 (0) 7776 240 806 Katherine Kim (New York) +1 917 455 4102 E: [email protected] Grubhub Matt Maloney, Founder and CEO Adam DeWitt, President and CFO Investors: Adam Patnaude E

EX-99.1 Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION Amsterdam, 4 September 2020 Just Eat Takeaway.com receives all regulatory approvals required in respect of its proposed acquisition of Grubhub Just Eat Takeaway.com N.V

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2020 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Num

Merger Prospectus -

Filed by Just Eat Takeaway.com N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATI

First Amendment, by and among Just Eat Takeaway.com N.V., Checkers Merger Sub I, Inc., Checkers Merger Sub II, Inc. and Grubhub Inc., dated September 4, 2020, to the Agreement and Plan of Merger, by and among Just Eat Takeaway.com N.V., Checkers Merger Sub I, Inc., Checkers Merger Sub II, Inc. and Grubhub Inc., dated June 10, 2020.

EX-2.1 Exhibit 2.1 EXECUTION VERSION FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of June 10, 2020 (the “Merger Agreement”), by and among Just Eat Takeaway.com N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (“Parent”), Checkers Merger Sub I,

Merger Prospectus -

Filed by Just Eat Takeaway.com N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATI

Merger Prospectus -

Filed by Just Eat Takeaway.com N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 Forward Looking Statements This communication contains “forward-looking statements” regarding Grubhub, Just Eat Takeaway.com or their respective management’s future e

Merger Prospectus -

Filed by Just Eat Takeaway.com N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 The following is an excerpt from Just Eat Takeaway.com N.V.’s press release reporting half year 2020 results, issued on August 12, 2020: On 10 June 2020, the Company

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-36389 GRUBHUB INC. (Exact name of registrant as specified in its

Second Amendment to Grubhub Inc. 2015 Long-Term Incentive Plan

Exhibit 10.2 GRUBHUB INC. SECOND AMENDMENT TO 2015 LONG-TERM INCENTIVE PLAN THIS SECOND AMENDMENT (this “Amendment”) to the Grubhub Inc. 2015 Long-Term Incentive Plan (as amended from time to time, the “Plan”), is made and adopted by the Board of Directors (the “Board”) of Grubhub Inc., a Delaware corporation (the “Company”), and effective January 31, 2020 (“Effective Date”). All capitalized terms

Grubhub Inc. Executive Severance Plan

Exhibit 10.4 Certain portions of this Exhibit (indicated by “[*****]”) have been omitted pursuant to Item 601(b)(10) of Regulation S-K. GRUBHUB INC. EXECUTIVE SEVERANCE PLAN ARTICLE I PURPOSE This Grubhub Inc. Executive Severance Plan (the “Plan”) was established effective as of August 8, 2020 (the “Effective Date”). The purpose of the Plan is to provide severance benefits to certain eligible exec

Merger Prospectus - 425

425 Filed by GrubHub Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: GrubHub Inc. Commission File No.: 001-36389 The following is a quote from Matt Maloney, Grubhub Inc.’s founder and Chief Executive Officer, excerpted from Grubhub Inc.’s press release reporting second quarter 2020 result

GRUBHUB REPORTS second QUARTER 2020 RESULTS Grubhub provides $100 million of support to restaurants and delivery partners in the second quarter

Exhibit 99.1 GRUBHUB REPORTS second QUARTER 2020 RESULTS Grubhub provides $100 million of support to restaurants and delivery partners in the second quarter CHICAGO, July 30, 2020 – Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced financial results for the second quarter ended June 30, 2020 and also posted a letter to shareholders on it

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2020 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number)

GRUBHUB INC. STATEMENTS OF OPERATIONS (in thousands, except per share data)

Exhibit 99.2 July 30, 2020 Dear Fellow Shareholders, This morning we reported our second quarter 2020 results. Please note, we are not planning on holding quarterly conference calls prior to the close of our acquisition by Just Eat Takeaway.com (JET). With that said, every day since the transaction announcement, our team has become more and more excited to join forces with JET. Combining the only

Merger Prospectus - 425

425 Filed by Grubhub Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 Note: This message was sent to certain restaurant partners. From: Matt Maloney Subject: A New Chapter for Grubhub Dear Restaurant Partners, We are excited to announce the begin

Merger Prospectus - 425

425 Filed by Grubhub Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 A New Chapter for Grubhub What did Grubhub announce? • We’ve agreed to combine with Just Eat Takeaway.com to create a leading global online food ordering marketplace. • Togethe

Merger Prospectus - 425

425 Filed by Grubhub Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 Note: This message was sent to certain enterprise restaurant partners. From: Matt Maloney Subject: A New Chapter for Grubhub Dear Restaurant Partners, This month marks the begi

Merger Prospectus - 425

425 Filed by Grubhub Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 Note: This message was sent to certain restaurant partners. To our valued partners: This month marks the beginning of a new chapter for LevelUp | Grubhub. We announced an agree

Merger Prospectus - 425

425 Filed by Grubhub Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 Grubhub + Just Eat Takeaway.com Positive Response to an Exciting Combination We recently announced an important milestone for Grubhub, as well as the first step in our journey

- S-8

S-8 1 grub-s8.htm S-8 As filed with the Securities and Exchange Commission on June 15, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GRUBHUB INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 46-2908664

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2020 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Voting and Support Agreement, by and among Mr. Jitse Groen and Grubhub Inc., dated June 10, 2020.

EX-10.1 Exhibit 10.1 EXECUTION COPY VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 10, 2020, is entered into by and among Mr. Jitse Groen (“Shareholder”), and Grubhub Inc., a Delaware corporation (the “Company”). WHEREAS, simultaneously with the execution and delivery of this Agreement, Just Eat Takeaway.com N.V., a public company with limited l

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2020 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Merger Prospectus - EMAIL TO EMPLOYEES

425 1 form425.htm EMAIL TO EMPLOYEES Filed by Just Eat Takeaway.com N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 The following message was sent on June 11, 2020 to employees of Just Eat Takeaway.com N.V.’s Skip the Dishes business: Hi everyon

Merger Prospectus - 425

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2020 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Num

Agreement and Plan of Merger, by and among Just Eat Takeaway.com N.V., Checkers Merger Sub I, Inc., Checkers Merger Sub II, Inc. and Grubhub Inc., dated June 10, 2020.

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Dated as of June 10, 2020 by and among GRUBHUB INC., CHECKERS MERGER SUB I, INC., CHECKERS MERGER SUB II, INC. and JUST EAT TAKEAWAY.COM N.V. TABLE OF CONTENTS Page Article I The Mergers 2 Section 1.1 The Mergers 2 Section 1.2 Closing 3 Section 1.3 Effective Time 3 Section 1.4 Effects of the Mergers 3 Section 1.5 Certificate of Inco

Merger Prospectus - 425

425 Filed by Grubhub Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 GRUB Employee Email From: Matt Maloney, CEO Subject: A New Chapter for Grubhub Team, I know this note reaches you all at a time of great uncertainty. In addition to a pandemic

Merger Prospectus -

Filed by Just Eat Takeaway.com N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT GRUB - Just Eat Takeaway.com to Combine with GrubHub Inc Presentation EVENT DATE/TIME: JUNE 11, 2020 / 12:00PM GMT THOM

Merger Prospectus - 425

425 Filed by Grubhub Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 Just Eat Takeaway.com and Grubhub to Combine Creates Leading Global Online Food Ordering Company Combined Company by the Numbers >360k >70m 25 €13.7bn $15.3bn RESTAURANTS1 ACTI

Merger Prospectus - TRANSACTION ANNOUNCEMENT

Filed by Just Eat Takeaway.com N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 FOR IMMEDIATE RELEASE Amsterdam, 10 June 2020 Just Eat Takeaway.com to combine with Grubhub to create a leading global online food delivery player Just Eat Takeaway.c

Merger Prospectus - EMAIL TO EMPLOYEES

425 1 form425.htm EMAIL TO EMPLOYEES Filed by Just Eat Takeaway.com N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 [REDACTED] From: [REDACTED] Sent: donderdag, 11. juni 2020 01:54 To: Everyone Subject: Grubhub merger announcement Hello everyone

Merger Prospectus - 425

425 Filed by Grubhub Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 GRUB Employee FAQ 1. What did we announce? • We announced an agreement to combine with Just Eat Takeaway.com in an all-stock transaction, creating a leading global online takeo

Merger Prospectus - 425

425 Filed by Grubhub Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 197 91 11 243 121 32 Just Eat Takeaway.com to Combine with Grubhub to 174 176 182 Create a Leading Global Online Food Delivery Player 250 175 65 June 2020 255 215 170 69 70 73

Merger Prospectus -

Filed by Just Eat Takeaway.com N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 Just Eat Takeaway.com to Combine with Grubhub to Create a Leading Global Online Food Delivery Player June 2020 Today’s presenters “ Jitse GroenCEO Matt MaloneyCEONort

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2020 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Merger Prospectus - PRESS RELEASE

Filed by Just Eat Takeaway.com N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 Amsterdam, 10 June 2020 Possible Combination of Just Eat Takeaway.com and Grubhub The Management Board of Just Eat Takeaway.com N.V. (“Just Eat Takeaway.com”) notes t

Merger Prospectus - 425

425 Filed by Grubhub Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Grubhub Inc. Commission File No.: 001-36389 JUNE 11, 2020 / 12:00PM, GRUB - Just Eat Takeaway.com to Combine with GrubHub Inc Presentation CORPORATE PARTICIPANTS Adam J. DeWitt Grubhub Inc. - President, CFO & Treasurer J

Merger Prospectus - 425

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2020 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Num

1

EX-99.1 Exhibit 99.1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE Amsterdam, 10 June 2020 Just Eat Takeaway.com to combine with Grubhub to create a leading global onl

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2020 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Third Amendment to Grubhub Inc. 2015 Long-Term Incentive Plan.

EX-10.1 2 grub-ex1016.htm EX-10.1 Exhibit 10.1 GRUBHUB INC. THIRD AMENDMENT TO 2015 LONG-TERM INCENTIVE PLAN THIS THIRD AMENDMENT (this “Amendment”) to the Grubhub Inc. 2015 Long-Term Incentive Plan, is made and adopted by the Board of Directors (the “Board”) of GrubHub Inc., a Delaware corporation (the “Company”), effective as of the Effective Date (as defined below). All capitalized terms used b

Grubhub Inc. 2015 Long-Term Incentive Plan, as amended.

EX-10.2 3 grub-ex10242.htm EX-10.2 Exhibit 10.2 GRUBHUB INC. 2015 LONG-TERM INCENTIVE PLAN ARTICLE I PURPOSE The purpose of the GrubHub Inc. 2015 Long-Term Incentive Plan is to foster and promote the long-term financial success of the Company by (a) providing long-term performance-related incentives, (b) encouraging and providing for the acquisition of an ownership interest in the Company by key e

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-36389 GRUBHUB INC. (Exact name of registrant as specified in it

Amendment No. 1 to the Credit Agreement, dated as of May 8, 2020, by and among Grubhub Inc., Grubhub Holdings Inc., Citibank, N.A., as administrative agent, and the lenders party thereto.

Exhibit 10.1 AMENDMENT NO. 1 This AMENDMENT NO. 1 (this “Amendment”), dated as of May 8, 2020, by and among GRUBHUB HOLDINGS INC., a corporation organized and existing under the laws of the State of Delaware (the “Borrower”); GRUBHUB INC., a corporation organized and existing under the laws of the State of Delaware (the “Parent”); CITIBANK, N.A., as Administrative Agent (the “Administrative Agent”

GRUBHUB REPORTS first QUARTER 2020 RESULTS Grubhub generates 12% revenue growth in the first quarter

EX-99.1 2 grub-ex9916.htm EX-99.1 Exhibit 99.1 GRUBHUB REPORTS first QUARTER 2020 RESULTS Grubhub generates 12% revenue growth in the first quarter CHICAGO, May 6, 2020 – Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced financial results for the first quarter ended March 31, 2020 and also posted a letter to shareholders on its investor

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2020 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

GRUBHUB INC. STATEMENTS OF OPERATIONS (in thousands, except per share data)

EX-99.2 3 grub-ex9928.htm EX-99.2 Exhibit 99.2 May 6, 2020 Dear Fellow Shareholders, This afternoon we reported our first quarter 2020 results, and we will hold a question and answer call tomorrow morning at 8:00 a.m. CT for the analyst community. For the first quarter 2020, we generated 516,300 Daily Average Grubs (DAGs), $1.6 billion in Gross Food Sales (GFS) and ended the quarter with 23.9 mill

-

111 W. Washington Street, Suite 2100 Chicago, Illinois 60202 May 5, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Stephen Kim, Accounting Branch Chief Re: Comment Letter dated April 21, 2020 Grubhub Inc. Form 10-K for the Fiscal Year Ended December 31, 2019 Filed February 28, 2020 File No. 001-36389 Ladie

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2020 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number

GRUBHUB PROVIDES BUSINESS UPDATE AND TIMING OF FIRST QUARTER 2020 EARNINGS ANNOUNCEMENT

EX-99.1 2 grub-ex99117.htm EX-99.1 EXHIBIT 99.1 GRUBHUB PROVIDES BUSINESS UPDATE AND TIMING OF FIRST QUARTER 2020 EARNINGS ANNOUNCEMENT CHICAGO, April 13, 2020 – Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced it will release first quarter 2020 earnings results after the market close on Wednesday, May 6, 2020, followed by a conference

GRUB / GrubHub Inc. DEFA14A - - DEFA14A

DEFA14A 1 grub-defa14a20200519.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

GRUB / GrubHub Inc. DEF 14A - - DEF 14A

DEF 14A 1 grub-def14a20200519.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Comm

GRUB / GrubHub Inc. DEFA14A - - DEFA14A

DEFA14A 1 grub-defa14a20200519.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2020 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Form of Restricted Stock Unit Grant Notice and Award Agreement under New York Stock Exchange Listed Company Manual 303A.08

EX-10.41 5 grub-ex1041159.htm EX-10.41 EXHIBIT 10.41 RESTRICTED STOCK UNIT GRANT NOTICE These Restricted Stock Units shall constitute an “inducement award” under the New York Stock Exchange Listed Company Manual Rule 303A.08, but shall otherwise be subject to the terms and conditions of the GrubHub Inc. 2015 Long-Term Incentive Plan, as amended from time to time (the “Plan”), as if these Restricte

Employment Offer Letter between Grubhub Holdings Inc. and Sam Hall, dated as of January 26, 2018.

EXHIBIT 10.9 Sam Hall January 23, 2018 Dear Sam, It is my pleasure to extend to you our offer of employment with Grubhub Holdings Inc. (the “Company”). The purpose of this letter is to set forth the material terms of your employment. Position: Your title will be Chief Product Officer and on your Start Date, you will report to Matt Maloney. Start Date: Your start date is February 28, 2018 (“Start D

Description of Securities of the Registrant

Exhibit 4.1 DESCRIPTION OF SECURITIES OF THE REGISTRANT REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of February 28, 2020, Grubhub Inc. (the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: Common Stock. General The following description of our capital stock is a summary and does not purport to be

Form of Non-Qualified Stock Option Grant Notice and Award Agreement under New York Stock Exchange Listed Company Manual 303A.08

EX-10.40 4 grub-ex1040160.htm EX-10.40 EXHIBIT 10.40 NON-QUALIFIED STOCK OPTION GRANT NOTICE This Non-Qualified Stock Option shall constitute an “inducement award” under the New York Stock Exchange Listed Company Manual Rule 303A.08, but shall otherwise be subject to the terms and conditions of the GrubHub Inc. 2015 Long-Term Incentive Plan, as amended from time to time (the “Plan”), as if this No

List of Subsidiaries.

EX-21.1 6 grub-ex21112.htm EX-21.1 EXHIBIT 21.1 GrubHub Inc. List of Subsidiaries (as of February 14, 2020) Subsidiary Jurisdiction GrubHub Holdings Inc.* Delaware DiningIn LLC Delaware Restaurants on the Run, LLC Delaware MealPort USA LLC** Delaware KMLee Investments Inc*** Delaware LAbite.com, Inc.*** California Slick City Media, Inc.**** New York SCVNGR, Inc.***** Delaware Tapingo, Inc. Delawar

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 1-36389 GRUBHUB INC. (Exa

GRUB / GrubHub Inc. / Caledonia (Private) Investments Pty Ltd Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

GRUB / GrubHub Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Grubhub Inc Title of Class of Securities: Common Stock CUSIP Number: 400110102 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2020 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Numb

GRUBHUB REPORTS fourth QUARTER AND FULL YEAR 2019 RESULTS Grubhub generates 19% revenue growth in the fourth quarter

Exhibit 99.1 GRUBHUB REPORTS fourth QUARTER AND FULL YEAR 2019 RESULTS Grubhub generates 19% revenue growth in the fourth quarter CHICAGO, February 5, 2020 – Grubhub Inc. (NYSE: GRUB), a leading online and mobile food-ordering and delivery marketplace, today announced financial results for the fourth quarter and full year ended December 31, 2019 and also posted a letter to shareholders on its inve

Grubhub Ultimate

Exhibit 99.2 February 5, 2020 Dear Fellow Shareholders, This afternoon, we reported our fourth quarter and full year 2019 results, and we will hold a question and answer call tomorrow morning at 8:00 a.m. CT for the analyst community. For the fourth quarter 2019, we generated 502,600 Daily Average Grubs (DAGs), $1.6 billion in Gross Food Sales and ended the quarter with 22.6 million Active Diners.

GRUB / GrubHub Inc. S-8 - - S-8

S-8 As filed with the Securities and Exchange Commission on December 6, 2019 Registration No.

Form of Grubhub Inc. December 2019 Restricted Stock Unit Inducement Award Agreement.

EX-99.1 4 d844270dex991.htm EX-99.1 Exhibit 99.1 RESTRICTED STOCK UNIT AWARD AGREEMENT WHEREAS, this Restricted Stock Unit Award Agreement, which is attached to the Restricted Stock Unit Grant Notice (the “Grant Notice” and this Restricted Stock Unit Award Agreement shall be referred to collectively as the “Agreement”), has been entered into, effective on the Grant Date specified in the Grant Noti

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-36389 GRUBHUB INC. (Exact name of registrant as specified i

GRUBHUB INC. STATEMENTS OF OPERATIONS (in thousands, except per share data)

Exhibit 99.2 October 28, 2019 Dear Fellow Shareholders, In lieu of prepared remarks on our quarterly call, we thought it would be helpful to communicate our thoughts to you well ahead of the call to allow for a better dialogue on the call itself. We plan on doing this for future earnings releases as well, but likely in a more condensed format as there is a lot to communicate this quarter. This aft

GRUBHUB REPORTS third QUARTER 2019 RESULTS Grubhub generates 30% revenue growth in the third quarter

Exhibit 99.1 GRUBHUB REPORTS third QUARTER 2019 RESULTS Grubhub generates 30% revenue growth in the third quarter CHICAGO, October 28, 2019 – Grubhub Inc. (NYSE: GRUB), the nation’s leading online and mobile food-ordering and delivery marketplace, today announced financial results for the third quarter ended September 30, 2019 and also posted a letter to shareholders on its investor relations webs

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2019 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2019 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-36389 GRUBHUB INC. (Exact name of registrant as specified in its

GRUBHUB REPORTS Second QUARTER 2019 RESULTS Grubhub generates 36% revenue growth in the second quarter

Exhibit 99.1 GRUBHUB REPORTS Second QUARTER 2019 RESULTS Grubhub generates 36% revenue growth in the second quarter CHICAGO, July 30, 2019 – Grubhub Inc. (NYSE: GRUB), the nation’s leading online and mobile food-ordering and delivery marketplace, today announced financial results for the second quarter ended June 30, 2019. The Company posted revenues of $325 million, which is a 36% year-over-year

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2019 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Indenture, dated June 10, 2019, among Grubhub Holdings Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee.

EX-4.1 Exhibit 4.1 GRUBHUB HOLDINGS INC., as the Issuer, AND GRUBHUB INC., as the Company, AND THE GUARANTORS PARTIES HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee $500,000,000 5.500% Senior Notes due 2027 INDENTURE Dated as of June 10, 2019 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. Definitions 1 SECTION 1.2. Other Definitions 34 SECTI

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 10, 2019 GRUBHUB INC.

GRUB / GrubHub Inc. S-8 - - FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on May 31, 2019 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 grub-8k20190521.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2019 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporat

First Amendment to Grubhub Inc. 2015 Long-Term Incentive Plan

EX-10.1 2 grub-ex1016.htm EX-10.1 Exhibit 10.1 GRUBHUB INC. FIRST AMENDMENT TO 2015 LONG-TERM INCENTIVE PLAN THIS AMENDMENT (this “Amendment”) to the Grubhub Inc. 2015 Long-Term Incentive Plan, is made and adopted by the Board of Directors (the “Board”) of Grubhub Inc., a Delaware corporation (the “Company”), effective as of the Effective Date (as defined below). All capitalized terms used but not

Quarterly Report - 10-Q

Sreger to as UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-36389 GRUBHUB INC. (Exact name of registrant as sp

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2019 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number

GRUBHUB REPORTS first QUARTER 2019 RESULTS Grubhub generates 39% revenue growth in the first quarter

Exhibit 99.1 GRUBHUB REPORTS first QUARTER 2019 RESULTS Grubhub generates 39% revenue growth in the first quarter CHICAGO, April 25, 2019 – Grubhub Inc. (NYSE: GRUB), the nation’s leading online and mobile food-ordering and delivery marketplace, today announced financial results for the first quarter ended March 31, 2019. The Company posted revenues of $324 million, which is a 39% year-over-year i

GRUB / GrubHub Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

GRUB / GrubHub Inc. DEF 14A

DEF 14A 1 grub-def14a20190521.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Comm

All other reports filed* by the Company pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above (File No. 001-36389); and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 1-36389 GRUBHUB INC. (Exa

Appendix A - Israel to the 2015 Long-Term Incentive Plan

EX-10.32 2 grub-ex1032317.htm EX-10.32 EXHIBIT 10.32 GRUBHUB INC. APPENDIX A - ISRAEL TO THE 2015 LONG-TERM INCENTIVE PLAN 1. GENERAL 1.1. This appendix (the “Appendix”) shall apply only to the grant of Awards to Israeli Participants (as defined below). The provisions specified hereunder shall form an integral part of the Grubhub Inc. 2015 Long-Term Incentive Plan (hereinafter: the “Plan”). 1.2. T

List of Subsidiaries.

EX-21.1 3 grub-ex21110.htm EX-21.1 EXHIBIT 21.1 GrubHub Inc. List of Subsidiaries (as of February 15, 2019) Subsidiary Jurisdiction GrubHub Holdings Inc.* Delaware DiningIn LLC Delaware Restaurants on the Run, LLC Delaware MealPort USA LLC** Delaware KMLee Investments Inc*** Delaware LAbite.com, Inc.*** California Slick City Media, Inc.**** New York SCVNGR, Inc.***** Delaware Tapingo, Inc. Delawar

GRUB / GrubHub Inc. / PAR INVESTMENT PARTNERS LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* GrubHub, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 400110102 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

GRUB / GrubHub Inc. / Caledonia (Private) Investments Pty Ltd Passive Investment

SC 13G/A 1 caledonia-grub12312018a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* GrubHub Inc. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 400110102 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the ap

GRUB / GrubHub Inc. / Carmignac Gestion - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GrubHub Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 400110102 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

GRUB / GrubHub Inc. / VANGUARD GROUP INC Passive Investment

grubhubinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: GrubHub Inc Title of Class of Securities: Common Stock CUSIP Number: 400110102 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate

Credit Agreement, dated as of February 6, 2019, by and among Grubhub Inc., Grubhub Holdings Inc., Citibank, N.A., as administrative agent, Citibank, N.A,, BMO Capital Markets Group and Merrill Lynch, Pierce Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, and the other lenders party thereto.

Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 6, 2019 among GRUBHUB HOLDINGS INC., as Borrower, GRUBHUB INC., as Parent, CERTAIN FINANCIAL INSTITUTIONS, as Lenders, and CITIBANK, N.A., as Administrative Agent CITIBANK, N.A., BMO CAPITAL MARKETS CORP., and MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners and GOLDMAN SACHS BA

GRUBHUB REPORTS RECORD fourth QUARTER AND FULL YEAR 2018 RESULTS Grubhub generates 40% revenue growth in the fourth quarter

Exhibit 99.1 GRUBHUB REPORTS RECORD fourth QUARTER AND FULL YEAR 2018 RESULTS Grubhub generates 40% revenue growth in the fourth quarter CHICAGO, Feb. 7, 2019 – Grubhub Inc. (NYSE: GRUB), the nation’s leading online and mobile food-ordering and delivery marketplace, today announced financial results for the fourth quarter ended Dec. 31, 2018. The Company posted revenues of $288 million, which is a

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2019 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Numb

SCVNGR, Inc. d/b/a LevelUp Financial Statements For the year ended December 31, 2017 and the six months ended June 30, 2018 (unaudited) and 2017 (unaudited) SCVNGR, Inc.

EX-99.1 3 grub-ex9918.htm EX-99.1 Exhibit 99.1 SCVNGR, Inc. d/b/a LevelUp Financial Statements For the year ended December 31, 2017 and the six months ended June 30, 2018 (unaudited) and 2017 (unaudited) SCVNGR, Inc. Index Financial Statements Page(s) Report of Independent Auditors 2 Balance Sheets 3 Statements of Operations 4 Statement of Changes in Common Stockholders’ Equity 5 Statements of Cas

Current Report

8-K/A 1 grub-8ka20180913.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): (September 13, 2018) November 27, 2018 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46

GRUBHUB INC. AND SCVNGR, INC. UNAUDITED PRO FORMA CONDENESED COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 GRUBHUB INC. AND SCVNGR, INC. UNAUDITED PRO FORMA CONDENESED COMBINED FINANCIAL STATEMENTS On September 13, 2018, pursuant to the Agreement and Plan of Merger, dated as of July 24, 2018, by and among Grubhub Inc. (the “Company”), Grubhub Holdings Inc., Lobster Merger Sub Inc., SCVNGR, Inc. d/b/a LevelUp (“LevelUp”), and Shareholder Representative Services LLC (solely in its capacity a

GRUB / GrubHub Inc. S-8

S-8 1 d643240ds8.htm S-8 As filed with the Securities and Exchange Commission on November 7, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GRUBHUB INC. (Exact name of registrant as specified in its charter) Delaware 46-2908664 (State or other jurisdiction of incorporation or organi

Tapingo Ltd. - 2011 Option Plan.

EX-99.1 Exhibit 99.1 Tapingo Ltd. - 2011 Option Plan 1. Name. This plan, as adopted by the Board of Directors of Tapingo Ltd., (the “Company”) on October 9, 2011, and as amended from time to time, shall be known as the “Tapingo Ltd. 2011 Option Plan” (the “Plan”). 2. Purpose of the Plan. The purposes of this Plan are to enable the Company to link the compensation and benefits of individuals and en

GRUB / GrubHub Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-36389 GRUBHUB INC. (Exact name of registrant as specified i

Fifth Amendment to Lease, dated as of October 1, 2018, by and between Burnham Center – 111 West Washington, LLC and Grubhub Holdings Inc.

EXHIBIT 10.1 FIFTH AMENDMENT TO LEASE THIS FIFTH AMENDMENT TO LEASE (this “Amendment”) is made as of October 1st, 2018 (the “Effective Date”), by and between BURNHAM CENTER-111 WEST WASHINGTON, LLC, a Delaware limited liability company (“Landlord”), and GRUBHUB HOLDINGS INC., a Delaware corporation (“Tenant”). RECITALS: A. Landlord and Tenant are parties to an Office Building Lease dated March 23,

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2018 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Nu

GRUBHUB REPORTS RECORD third QUARTER RESULTS Grubhub generates 52% revenue growth in the third quarter

Exhibit 99.1 GRUBHUB REPORTS RECORD third QUARTER RESULTS Grubhub generates 52% revenue growth in the third quarter CHICAGO, Oct. 25, 2018 – Grubhub Inc. (NYSE: GRUB), the nation’s leading online and mobile food-ordering and delivery marketplace, today announced financial results for the third quarter ended Sept. 30, 2018. The Company posted revenues of $247 million, which is a 52% year-over-year

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 grub-8k20181025.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2018 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorp

SCVNGR, Inc. 2013 Stock Incentive Plan.

EX-99.1 Exhibit 99.1 SCVNGR, INC. 2013 STOCK INCENTIVE PLAN Effective as of March 27, 2013 Amended on September 12, 2013 Amended (Second) on June 22, 2017 Amended (Third) on March 14, 2018 1. Purpose. The purpose of this plan (the “Plan”) is to secure for SCVNGR, Inc., a Delaware corporation (the “Company”), and its shareholders the benefits arising from capital stock ownership by employees, offic

GRUB / GrubHub Inc. S-8

S-8 1 d618865ds8.htm S-8 As filed with the Securities and Exchange Commission on September 13, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GRUBHUB INC. (Exact name of registrant as specified in its charter) Delaware 46-2908664 (State or other jurisdiction of incorporation or orga

Grubhub Completes Acquisition of LevelUp Acquires additional OrderUp food delivery markets

Exhibit 99.1 Grubhub Completes Acquisition of LevelUp Acquires additional OrderUp food delivery markets CHICAGO, Sept. 13, 2018 - Grubhub (NYSE: GRUB), the nation’s leading online and mobile food-ordering and delivery marketplace, today closed its previously announced acquisition of LevelUp, the leader in mobile diner engagement and payment solutions for national and regional restaurant brands. Un

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2018 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Nu

GRUB / GrubHub Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-36389 GRUBHUB INC. (Exact name of registrant as specified in its

GRUBHUB REPORTS RECORD second QUARTER RESULTS Announces acquisition of LevelUp to accelerate technology integrations and provide the most comprehensive ordering and fulfillment solution

Exhibit 99.1 GRUBHUB REPORTS RECORD second QUARTER RESULTS Announces acquisition of LevelUp to accelerate technology integrations and provide the most comprehensive ordering and fulfillment solution CHICAGO, July 25, 2018 – Grubhub Inc. (NYSE: GRUB), the nation’s leading online and mobile food-ordering and delivery marketplace, today announced financial results for the second quarter ended June 30

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 grub-8k20180725.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2018 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorpora

Submission of Matters to a Vote of Security Holders

8-K 1 grub-8k20180524.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2018 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporat

GRUB / GrubHub Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-36389 GRUBHUB INC. (Exact name of registrant as specified in it

GRUBHUB REPORTS RECORD first QUARTER RESULTS Grubhub generates 49% revenue growth in the first quarter

Exhibit 99.1 GRUBHUB REPORTS RECORD first QUARTER RESULTS Grubhub generates 49% revenue growth in the first quarter CHICAGO, May 1, 2018 – Grubhub Inc. (NYSE: GRUB), the nation’s leading online and mobile food-ordering and delivery marketplace, today announced financial results for the first quarter ended March 31, 2018. For the first quarter, the Company posted revenues of $232.6 million, which i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 grub-8k20180331.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2018 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorpor

GRUB / GrubHub Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

GRUB / GrubHub Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

List of Subsidiaries.

EX-21.1 4 grub-ex211187.htm EX-21.1 EXHIBIT 21.1 GrubHub Inc. List of Subsidiaries (as of February 16, 2018) Subsidiary Jurisdiction GrubHub Holdings Inc.* Delaware DiningIn LLC Delaware Restaurants on the Run, LLC Delaware MealPort USA LLC** Delaware KMLee Investments Inc*** Delaware LAbite.com, Inc.*** California Slick City Media, Inc.**** New York Seamless Europe, Ltd. United Kingdom Foodler Ac

Letter of Resignation Agreement between Grubhub Holdings Inc. and Barbara Martin Coppola, dated as of December 10, 2017.

EX-10.10 2 grub-ex1010213.htm EX-10.10 EXHIBIT 10.10 CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE This Confidential Separation Agreement and General Release (“Agreement”) is entered into by and between Barbara Martin Coppola (“Employee”) and Grubhub Holdings Inc. (the “Company”). WHEREAS: A.Employee has been employed by the Company; B.In that connection, Employee’s employment has been ter

Employment Offer Letter between Grubhub Holdings Inc. and Maria Belousova, dated as of January 30, 2014.

EXHIBIT 10.11 January 30, 2014 Dear Maria Belousova, It is my pleasure to extend to you our offer of employment with GrubHub Seamless {"The Company"). The purpose of this letter is to set forth the material terms of your employment. Position: Your title will be VP Software Engineering and you will report to Sanjay Tiwary. Start Date: Your start date is February 17, 2014 the ("Start Date"). You wil

GRUB / GrubHub Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 1-36389 GRUBHUB INC. (Exa

GRUB / GrubHub Inc. / PAR INVESTMENT PARTNERS LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* GrubHub, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 400110102 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

JOINT FILING AGREEMENT

EX-99.1 2 g23801063b.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behal

GRUB / GrubHub Inc. / Point72 Asset Management, L.P. - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 g23801063a.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GRUBHUB INC. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 400110102 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the

GRUB / GrubHub Inc. / JOHO CAPITAL LLC - 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

GRUB / GrubHub Inc. / VANGUARD GROUP INC Passive Investment

grubhubinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: GrubHub Inc Title of Class of Securities: Common Stock CUSIP Number: 400110102 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to designate

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 grub-8k20180208.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2018 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorp

GRUBHUB REPORTS RECORD FOURTH QUARTER RESULTS Grubhub generates 49% revenue growth in the fourth quarter

EX-99.1 3 grub-ex9916.htm EX-99.1 Exhibit 99.1 GRUBHUB REPORTS RECORD FOURTH QUARTER RESULTS Grubhub generates 49% revenue growth in the fourth quarter CHICAGO, Feb 8, 2018 – Grubhub Inc. (NYSE: GRUB), the nation’s leading takeout marketplace, today announced financial results for the fourth quarter ended Dec. 31, 2017. For the fourth quarter, the Company posted revenues of $205.1 million, which i

Investment Agreement by and among the Grubhub Inc. and Yum Restaurant Services Group, LLC, a wholly owned subsidiary of Yum! Brands, Inc.

Exhibit 10.1 INVESTMENT AGREEMENT by and between GRUBHUB INC. and YUM RESTAURANT SERVICES GROUP, LLC Dated as of February 7, 2018 KE 51481656 TABLE OF CONTENTS PAGE Article I Definitions 1 Section 1.01 Definitions 1 Article II Purchase and Sale 7 Section 2.01 Purchase and Sale 7 Section 2.02 Closing 7 Article III Representations and Warranties of the Company 8 Section 3.01 Organization; Standing 8

Yum! Brands and Grubhub Announce New U.S. Growth Partnership Initially includes online ordering for pickup and delivery from KFC and Taco Bell restaurants in the U.S. Yum! to purchase $200M of common stock from Grubhub Pizza Hut U.S. President Artie

Exhibit 99.2 Yum! Brands and Grubhub Announce New U.S. Growth Partnership *** Initially includes online ordering for pickup and delivery from KFC and Taco Bell restaurants in the U.S. *** Yum! to purchase $200M of common stock from Grubhub *** Pizza Hut U.S. President Artie Starrs to join Grubhub board of directors as an independent director LOUISVILLE, KY and CHICAGO, IL, Feb. 8, 2018 ? Yum! Bran

GRUB / GrubHub Inc. / Carmignac Gestion - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GrubHub Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 400110102 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

GRUB / GrubHub Inc. / Pelham Capital Ltd. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

GRUB / GrubHub Inc. 8-K (Current Report)

grub-8k20180106.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2018 (January 6, 2018) GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-3

GRUBHUB INC. AND EAT24 UNAUDITED PRO FORMA CONDENESED COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 GRUBHUB INC. AND EAT24 UNAUDITED PRO FORMA CONDENESED COMBINED FINANCIAL STATEMENTS On October 10, 2017, Grubhub Holdings Inc., a subsidiary of Grubhub Inc. (the ?Company?) acquired all of the issued and outstanding equity interests of Eat24, LLC (?Eat24?), a wholly owned subsidiary of Yelp Inc. (?Yelp?) which provides online and mobile food ordering, for approximately $281.7 million,

Eat24, LLC Carve-out Financial Statements (Carve-out of Certain Operations of Yelp Inc.) For the year ended December 31, 2016 and the nine months ended September 30, 2017 (unaudited) and 2016 (unaudited) Eat24, LLC (Carve-out of Certain Operations of

Exhibit 99.1 Eat24, LLC Carve-out Financial Statements (Carve-out of Certain Operations of Yelp Inc.) For the year ended December 31, 2016 and the nine months ended September 30, 2017 (unaudited) and 2016 (unaudited) Eat24, LLC (Carve-out of Certain Operations of Yelp Inc.) Index Carve-out Interim Financial Statements Page(s) Report of Independent Auditors 2 Balance Sheets 3 Statements of Operatio

Current Report

8-K/A 1 grub-8ka20171010.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2017 (October 10, 2017) GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2

Current Report

8-K 1 grub-8k20171210.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2017 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incor

GRUB / GrubHub Inc. / Pelham Capital Ltd. Activist Investment

SC 13D/A 1 formsc13da-grubhub.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* GrubHub Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 400110102 (CUSIP number) Hamant Lad Chief Operations Officer Pelham Capital Ltd The Economist Building, 9th Floor St. J

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

grub-10q20170930.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-36389 GRUBHUB INC. (Exact name of regi

Third Amendment to Lease, dated as of September 27, 2017, by and between TrizecHahn 1065 Avenue of the Americas Property Owner LLC and Grubhub Holdings Inc. as successor-in-interest to Seamless North America, LLC.

EXHIBIT 10.12 THIRD AMENDMENT OF LEASE This Third Amendment of Lease Agreement (this ?'Third Amendment?), dated as of the 27th day of September 2017, by and between TRIZECHAHN 1065 AVENUE OF THE AMERICAS PROPERTY OWNER LLC, a Delaware limited liability company (?Landlord?), as landlord, and GRUBHUB HOLDINGS INC., a Delaware corporation, (as successor-in-interest to SEAMLESS NORTH AMERICA, LLC, for

Amendment No. 1 to the Unit Purchase Agreement, dated as of October 10, 2017, by and among Grubhub Inc., Grubhub Holdings, Inc., a wholly owned subsidiary of Grubhub Inc., Yelp Inc. and Eat24, LLC, a wholly-owned subsidiary of Yelp Inc.

EXHIBIT 10.2 AMENDMENT NO. 1 TO THE UNIT PURCHASE AGREEMENT This AMENDMENT NO. 1 (the ?Amendment?) to the Seller Disclosure Schedules to that certain Unit Purchase Agreement dated as of August 3, 2017, by and among (a) Yelp Inc. a Delaware corporation (?Seller?), (b) Eat24, LLC, a Delaware limited liability company (?Company?), (c) GrubHub Inc., a Delaware corporation (?Parent?), and (d) GrubHub H

Second Amendment to Lease, dated as of July 26, 2013, by and between TrizecHahn 1065 Avenue of the Americas Property Owner LLC and Grubhub Holdings Inc., as successor-in-interest to and Seamless North America, LLC (f/k/a SeamlessWeb Professional Solutions, LLC).

EXHIBIT 10.11 SECOND AMENDMENT OF LEASE This Second Amendment of Lease Agreement (this ?Amendment?), dated as of the 26th day of July 2013, by and between TRIZECHAHN 1065 AVENUE OF THE AMERICAS PROPERTY OWNER LLC, a Delaware limited liability company (?Landlord?), and SEAMLESS NORTH AMERICA, LLC (formerly known as Seamlessweb Professional Solutions, LLC), a Delaware limited liability company (?Ten

Office Building Lease, dated as of May 19, 2011, by and between TrizecHahn 1065 Avenue of the Americas Property Owner LLC and Grubhub Holdings Inc., as successor-in-interest to Seamless North America, LLC (f/k/a SeamlessWeb Professional Solutions, LLC)

EX-10.9 5 grub-ex109419.htm EX-10.9 EXHIBIT 10.9 TRIZECHAHN 1065 AVENUE OF THE AMERICAS LLC, LANDLORD AND SEAMLESSWEB PROFESSIONAL SOLUTIONS, LLC, TENANT OFFICE LEASE The entire fifteenth (15th) floor 1065 Avenue of the Americas New York, NY 10018 -1- OFFICE LEASE AGREEMENT TABLE OF CONTENTS Article Title Page No. 1. BASIC LEASE DEFINITIONS, EXHIBITS AND ADDITIONAL DEFINITIONS 1 2. GRANT OF LEASE

Fourth Amendment to Lease, dated as of October 16, 2017, by and between Burnham Center – 111 West Washington, LLC and Grubhub Holdings Inc.

EXHIBIT 10.8 FOURTH AMENDMENT TO LEASE THIS FOURTH AMENDMENT TO LEASE (this “Amendment”) is made as of October 16, 2017 (the “Effective Date”), by and between BURNHAM CENTER-111 WEST WASHINGTON, LLC, a Delaware limited liability company (“Landlord”), and GRUBHUB HOLDINGS INC., a Delaware corporation (‘‘Tenant”). RECITALS: Landlord and Tenant are parties to an Office Building Lease dated March 23,

First Amendment to Lease, dated as of July 26, 2013, by and between TrizecHahn 1065 Avenue of the Americas Property Owner LLC and Grubhub Holdings Inc., as successor-in-interest to Seamless North America, LLC (f/k/a SeamlessWeb Professional Solutions, LLC).

EXHIBIT 10.10 AMENDMENT OF LEASE This Amendment of Lease Agreement (this ?Amendment?), dated as of the 26th day of July 2013, by and between TRIZECHAHN 1065 AVENUE OF THE AMERICAS PROPERTY OWNER LLC, a Delaware limited liability company (?Landlord?), and SEAMLESS NORTH AMERICA, LLC (formerly known as SEAMLESSWEB PROFESSIONAL SOLUTIONS, LLC), a Delaware limited liability company (?Tenant?). WITNESS

Third Amendment to Lease, dated as of October 5, 2015, by and between Burnham Center – 111 West Washington, LLC and Grubhub Holdings Inc.

EX-10.7 3 grub-ex107417.htm EX-10.7 EXHIBIT 10.7 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is made as of May 6 , 2016 (the “Effective Date”), by and between BURNHAM CENTER-111 WEST WASHINGTON, LLC, a Delaware limited liability company (“Landlord”), and GRUBHUB HOLDINGS INC., a Delaware corporation (“Tenant”). RECITALS: A. Landlord and Tenant are parties to an Office

GRUBHUB REPORTS RECORD THIRD QUARTER RESULTS Grubhub generates 32% revenue growth in the third quarter

grub-ex9916.htm Exhibit 99.1 GRUBHUB REPORTS RECORD THIRD QUARTER RESULTS Grubhub generates 32% revenue growth in the third quarter CHICAGO, Oct. 25, 2017 – Grubhub Inc. (NYSE: GRUB), the nation’s leading takeout marketplace, today announced financial results for the third quarter ended Sept. 30, 2017. For the third quarter, the Company posted revenues of $163.1 million, which is a 32% year-over-y

GrubHub FORM 8-K (Current Report/Significant Event)

grub-8k20171025.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2017 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (

Credit Agreement, dated as of October 10, 2017, by and among Grubhub Holdings Inc., Citibank, N.A., BMO Capital Markets Corp. and Merrill Lynch, Pierce Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners, the other lenders party thereto, and Citibank N.A. as administrative agent.

EX-10.1 2 grub-ex1017.htm EX-10.1 - CREDIT AGREEMENT, DATED AS OF OCTOBER 10, 2017 EXHIBIT 10.1 CREDIT AGREEMENT, dated as of October 10, 2017 among GRUBHUB HOLDINGS INC., as Borrower, GRUBHUB INC., as Parent, CERTAIN FINANCIAL INSTITUTIONS, as Lenders, and CITIBANK, N.A., as Administrative Agent CITIBANK, N.A., BMO CAPITAL MARKETS CORP., and MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED as Jo

GRUBHUB COMPLETES ACQUISITION OF EAT24

EXHIBIT 99.1 GRUBHUB COMPLETES ACQUISITION OF EAT24 CHICAGO, Oct. 10, 2017 ? Grubhub Inc. (NYSE: GRUB), the nation's largest food ordering company, today closed its previously announced acquisition of Eat24. With approximately 75,000 great local restaurants available online or on the app, Grubhub has the most complete restaurant network for online pickup and delivery ordering in the United States.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 grub-8k20171010.htm 8-KEAT24CREDITAGREEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2017 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Ju

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 grub-10q20170630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-36389 GRUBHUB INC. (Exact name

Unit Purchase Agreement, dated as of August 3, 2017, by and among Grubhub Inc., Grubhub Holdings, Inc., a wholly owned subsidiary of Grubhub Inc., Yelp Inc. and Eat24, LLC, a wholly-owned subsidiary of Yelp Inc.

Exhibit 10.1 UNIT PURCHASE AGREEMENT among Yelp Inc., Eat24, LLC, GrubHub Inc. and GRUBHUB HOLDINGS INC. Dated as of August 3, 2017 TABLE OF CONTENTS Page ARTICLE I Asset Transfer; Purchase and Sale of the Units Section 1.01. Asset Transfer 1 Section 1.02. Purchase and Sale 1 Article II Closing; Purchase Price Adjustment Section 2.01. Closing 2 Section 2.02. Purchase Price Adjustment 3 Section 2.0

Grubhub and Yelp Announce Long-term Partnership to Connect Consumers with the Best Food Ordering Options Leader in online food ordering expands marketplace with acquisition of Yelp’s Eat24; Yelp Platform broadens reach through integration of Grubhub

grub-ex99263.htm Exhibit 99.2 Grubhub and Yelp Announce Long-term Partnership to Connect Consumers with the Best Food Ordering Options Leader in online food ordering expands marketplace with acquisition of Yelp?s Eat24; Yelp Platform broadens reach through integration of Grubhub restaurant network CHICAGO and SAN FRANCISCO, Aug. 3, 2017 / PR Newswire ? Grubhub Inc. (NYSE: GRUB), the nation's leadi

GRUBHUB REPORTS RECORD SECOND QUARTER RESULTS Grubhub generates 32% revenue growth in the second quarter and announces strategic partnerships

EX-99.1 2 grub-ex9916.htm EX-99.1 Exhibit 99.1 GRUBHUB REPORTS RECORD SECOND QUARTER RESULTS Grubhub generates 32% revenue growth in the second quarter and announces strategic partnerships CHICAGO, Aug. 3, 2017 – Grubhub Inc. (NYSE: GRUB), the nation’s leading takeout marketplace, today announced financial results for the second quarter ended June 30, 2017. For the second quarter, DAGs grew 16% ye

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2017 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Number

GrubHub 8-K (Current Report/Significant Event)

grub-8k20170511.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2017 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Comm

GrubHub FORM 10-Q (Quarterly Report)

10-Q 1 grub-10q20170331.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-36389 GRUBHUB INC. (Exact

GrubHub 8-K (Current Report/Significant Event)

grub-8k20170427.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2017 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Co

GRUBHUB REPORTS RECORD FIRST QUARTER RESULTS Grubhub generates 39% revenue growth in the first quarter

grub-ex9916.htm Exhibit 99.1 GRUBHUB REPORTS RECORD FIRST QUARTER RESULTS Grubhub generates 39% revenue growth in the first quarter CHICAGO, Apr. 27, 2017 ? Grubhub Inc. (NYSE: GRUB), the nation?s leading takeout marketplace, today announced financial results for the first quarter ended March 31, 2017. DAGs grew 21% year-over-year, and the Company posted quarterly revenues of $156.1 million, which

GrubHub DEFR14A

DEFR14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

GrubHub DEFA14A

grub-defa14a20170511.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as p

GrubHub GRUB-DEF14A

DEF 14A 1 grub-def14a20170511.htm GRUB-DEF14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the

GRUB / GrubHub Inc. / Point72 Asset Management, L.P. - SCHEDULE 13G Passive Investment

SC 13G 1 g20309851a.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GRUBHUB INC. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 400110102 (CUSIP Number) March 3, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriat

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi

GrubHub 8-K (Current Report/Significant Event)

grub-8k20170301.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2017 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 grub-8k20170227.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2017 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incor

GRUBHUB ANNOUNCES DEPARTURE OF BENJAMIN SPERO FROM BOARD OF DIRECTORS

grub-ex9916.htm Exhibit 99.1 GRUBHUB ANNOUNCES DEPARTURE OF BENJAMIN SPERO FROM BOARD OF DIRECTORS CHICAGO, March 1, 2017 – Grubhub Inc. (NYSE: GRUB), the nation’s leading takeout marketplace, today announced the resignation of Benjamin Spero from its Board of Directors and Compensation Committee. Spero is departing in order to increase his focus on other business interests. “We would like to than

Amendment No. 1 to the Credit Agreement, dated as of May 26, 2016, by and between Grubhub Inc., Grubhub Holdings Inc., Citibank, N.A. and BMO Capital Markets Corp., as co-lead arrangers and book runners, the other lender party thereto, and Citibank, N.A., as administrative agent.

EX-10.45 2 grub-ex1045126.htm EX-10.45 Exhibit 10.45 EXECUTION COPY AMENDMENT NO. 1 This AMENDMENT NO. 1, CONSENT AND RELEASE (this “Amendment No. 1 to Credit Agreement”) dated as of May 26, 2016, by and among GRUBHUB HOLDINGS INC., a corporation organized and existing under the laws of the State of Delaware (the “Borrower”); GRUBHUB INC., a corporation organized and existing under the laws of the

GrubHub 10-K (Annual Report)

grub-10k20161231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 1-36

GrubHub Inc. List of Subsidiaries (as of February 17, 2017)

EX-21.1 3 grub-ex2117.htm EX-21.1 EXHIBIT 21.1 GrubHub Inc. List of Subsidiaries (as of February 17, 2017) Subsidiary Jurisdiction GrubHub Holdings Inc.* Delaware DiningIn LLC Delaware Restaurants on the Run, LLC Delaware MealPort USA LLC** Delaware KMLee Investments, Inc.*** Delaware LAbite.com, Inc.*** California Slick City Media, Inc.**** New York Seamless Europe, Ltd. United Kingdom * GrubHub

GRUB / GrubHub Inc. / STEADFAST CAPITAL MANAGEMENT LP - FEBRUARY 14, 2017 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13D - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 1)* Grubhub Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 400110102 (CUSIP Number) January 3, 2017 (Date o

GRUB / GrubHub Inc. / PAR INVESTMENT PARTNERS LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* GrubHub, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 400110102 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

GRUB / GrubHub Inc. / Luxor Capital Group, LP - FEBRUARY 14, 2017 Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* GrubHub Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 400110102 (CUSIP Number) December 31, 2016 (Date of Event w

GrubHub 3G/A (Passive Acquisition of More Than 5% of Shares)

grubhubinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: GrubHub Inc Title of Class of Securities: Common Stock CUSIP Number: 400110102 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2017 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Numb

GRUBHUB REPORTS RECORD FOURTH QUARTER AND FULL YEAR 2016 RESULTS Grubhub generates 38% revenue growth in the fourth quarter

grub-ex9916.htm Exhibit 99.1 GRUBHUB REPORTS RECORD FOURTH QUARTER AND FULL YEAR 2016 RESULTS Grubhub generates 38% revenue growth in the fourth quarter CHICAGO, Feb. 8, 2017 ? Grubhub Inc. (NYSE: GRUB), the nation?s leading takeout marketplace, today announced financial results for the quarter and year ended Dec. 31, 2016. Orders grew 21% year-over-year, and the Company posted quarterly revenues

EX-24

POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Margo Drucker, Adam DeWitt and Lauren Lipson, signing singly, as the undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director and/or owner of greater than 10% of the outstanding ordinary shares of GrubHub Inc.

GRUB / GrubHub Inc. / JOHO CAPITAL LLC - SCHEDULE 13G HOLDINGS REPORT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

GrubHub FORM 10-Q (Quarterly Report)

10-Q 1 grub-10q20160930.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-36389 GRUBHUB INC. (E

GRUBHUB REPORTS RECORD THIRD QUARTER RESULTS Grubhub generates 44% revenue growth in the third quarter

grub-ex9916.htm Exhibit 99.1 GRUBHUB REPORTS RECORD THIRD QUARTER RESULTS Grubhub generates 44% revenue growth in the third quarter CHICAGO, Oct. 26, 2016 ? Grubhub Inc. (NYSE: GRUB), the nation?s leading takeout marketplace, today announced financial results for the quarter ended Sept. 30, 2016. Order growth accelerated to 26% year-over-year, and the Company posted quarterly revenues of $123.5 mi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2016 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (Commission File Numb

GrubHub 8-K (Current Report/Significant Event)

grub-8k20161017.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2016 GRUBHUB INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36389 46-2908664 (State or Other Jurisdiction of Incorporation) (

Grubhub Adds Linda Johnson Rice and David Habiger to its Board of Directors

grub-ex9917.htm Exhibit 99.1 PRESS RELEASE Grubhub Adds Linda Johnson Rice and David Habiger to its Board of Directors CHICAGO, October 18, 2016 /PRNewswire/ - Grubhub Inc. (NYSE: GRUB), the nation's leading online and mobile food-ordering and delivery platform, today announced two additions to its Board of Directors: Linda Johnson Rice, Chairman of Johnson Publishing Company and Chairman Emeritus

EX-24

POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Margo Drucker, Adam DeWitt and Lauren Lipson, signing singly, as the undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director and/or owner of greater than 10% of the outstanding ordinary shares of GrubHub Inc.

EX-24

POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Margo Drucker, Adam DeWitt and Lauren Lipson, signing singly, as the undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director and/or owner of greater than 10% of the outstanding ordinary shares of GrubHub Inc.

GRUB / GrubHub Inc. / PRICE T ROWE ASSOCIATES INC /MD/ - GRUB AS OF 07/31/2016 Passive Investment

SC 13G/A 1 grub13gajul16.htm GRUB AS OF 07/31/2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) GRUBHUB INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 400110102 (CUSIP Number) July 31, 2016 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate th

GRUB / GrubHub Inc. / PRICE T ROWE ASSOCIATES INC /MD/ - GRUB AS OF 07/31/2016 Passive Investment

SC 13G/A 1 grub13gajul16.htm GRUB AS OF 07/31/2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) GRUBHUB INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 400110102 (CUSIP Number) July 31, 2016 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate th