Edgar Filing: GrubHub Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SEA VI Management LLC

2. Issuer Name and Ticker or Trading Symbol
GrubHub Inc. [GRUB]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O SPECTRUM EQUITY, 333 MIDDLEFIELD ROAD, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2014

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/09/2014		C		8,948,546	A	⁽¹⁾	8,948,546	I	See Footnotes ⁽²⁾ ⁽³⁾
Common Stock	04/09/2014		S		1,342,282	D	$ 24.18	7,606,264	I	See Footnotes ⁽⁴⁾

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽¹⁾

04/09/2014

8,948,546

⁽¹⁾

Common Stock

8,948,546 ⁽²⁾ ⁽³⁾

$ 0

See Footnotes ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SEA VI Management LLC C/O SPECTRUM EQUITY 333 MIDDLEFIELD ROAD, SUITE 200 MENLO PARK, CA 94025		X
SEI VI Chow AIV C/O SPECTRUM EQUITY 333 MIDDLEFIELD ROAD, SUITE 200 MENLO PARK, CA 94025				See Remarks
Spectrum VI Investment Managers Fund, L.P. C/O SPECTRUM EQUITY 333 MIDDLEFIELD ROAD, SUITE 200 MENLO PARK, CA 94025				See Remarks
Spectrum VI Co-Investment Fund, L.P. C/O SPECTRUM EQUITY 333 MIDDLEFIELD ROAD, SUITE 200 MENLO PARK, CA 94025				See Remarks

Signatures

/s/ Benjamin C. Spero		04/11/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Series A Convertible Preferred Stock is convertible at any time, at the holder's election, into GrubHub Inc. Common Stock on a one-for-one basis and automatically converts immediately prior to the closing of a qualified initial public offering and has no expiration date. GrubHub Inc. (the "Issuer") closed its initial public offering on April 9, 2014 (the "IPO").
(2)	The Series A Convertible Preferred Stock of the Issuer that converted into shares of Common Stock of the Issuer in connection with the IPO is held by entities affiliated with Spectrum Equity as follows: (i) 8,923,490 shares held by SEI VI Chow AIV, L.P. ("SEI VI"), the general partner of which is Spectrum Equity Associates VI, L.P., the general partner of which is SEA VI Management, LLC, over which Brion B. Applegate, William P. Collatos, Victor E. Parker, Christopher T. Mitchell, Benjamin C. Spero, James J. Quagliaroli and Randy J. Henderson exercise voting and dispositive power, (ii) 21,566 shares held by Spectrum VI Investment Managers' Fund, L.P. ("IMF VI"), the general partner of which is SEA VI Management, LLC, over which Brion B. Applegate, William P. Collatos, Victor E. Parker, Christopher T. Mitchell, Benjamin C. Spero, James J. Quagliaroli and Randy J. Henderson exercise voting and dispositive power, and
(3)	(Continued from footnote 2) (iii) 3,490 shares held by Spectrum VI Co-Investment Fund, L.P. ("CIF VI" and together with SEI VI and IMF VI, the "Spectrum Funds"), the general partner of which is SEA VI Management, LLC, over which Brion B. Applegate, William P. Collatos, Victor E. Parker, Christopher T. Mitchell, Benjamin C. Spero, James J. Quagliaroli and Randy J. Henderson exercise voting and dispositive power.
(4)	The sale of the Common Stock by the Spectrum Funds in the IPO occurred as follows: (i) 1,338,523 shares were sold by SEI VI; (ii) 3,235 shares were sold by IMF VI; and (iii) 524 shares were sold by CIF VI.
Remarks: Please see footnotes 2 and 3.

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