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 *
Chia Stanley
   2. Issuer Name and Ticker or Trading Symbol
GrubHub Inc. [GRUB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last)
(First)
(Middle)
C/O GRUBHUB INC., 111 W. WASHINGTON STREET, SUITE 2100		 3. Date of Earliest Transaction (Month/Day/Year)
02/01/2018
(Street)

CHICAGO, IL 60602		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Code V Amount (A) or (D) Price
Common Stock 02/01/2018   M   1,216 A (1) 1,216 D  
Common Stock 02/01/2018   F(2)   357 D $ 72.86 859 D  
Common Stock 02/01/2018   M   6,544 A (1) 7,403 D  
Common Stock 02/01/2018   F(2)   2,823 D $ 72.86 4,580 D  
Common Stock 02/01/2018   M(3)   1,167 A $ 39.7 5,747 D  
Common Stock 02/01/2018   M(3)   16,560 A $ 38.2 (4) 22,307 D  
Common Stock 02/01/2018   S(3)   17,727 D $ 72.4078 (4) 4,580 D  
Common Stock 02/05/2018   S(3)   4,580 D $ 69.2317 (4) 0 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (5) 02/01/2018   M     1,216   (6)   (6) Common Stock 1,216 $ 0 27,950 D  
Restricted Stock Units (5) 02/01/2018   M     6,544   (7)   (7) Common Stock 6,544 $ 0 19,634 D  
Stock Options (Right to Buy) $ 39.7 02/01/2018   M(3)     1,167   (8) 05/12/2025 Common Stock 1,167 $ 0 16,350 D  
Stock Options (Right to Buy) $ 38.2 02/01/2018   M(3)     16,560   (9) 02/09/2027 Common Stock 16,560 $ 0 49,681 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Chia Stanley
C/O GRUBHUB INC.
111 W. WASHINGTON STREET, SUITE 2100
CHICAGO, IL 60602		       Chief Operating Officer  

Signatures

 /s/ Margo Drucker, as Attorney-in-Fact for Stanley Chia   02/05/2018
**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) One share of common stock was issued upon the vesting of each Restricted Stock Unit ("RSU").
(2) Represents shares of common stock withheld to cover tax obligations upon the vesting of RSUs.
(3) The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
(4) The prices reported in Column 4 are weighted average prices. The shares were sold in multiple transactions at prices ranging from $71.50 to $73.24 on February 1, 2018 and from $67.35 to $70.22 on February 5, 2018, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
(5) Each RSU represents a contingent right to receive a share of common stock or, at the option of the Compensation Committee, cash of equivalent value.
(6) On December 31, 2015, the Reporting Person was granted 58,330 RSUs, 25% of which vested on January 1, 2017 and the remainder of which vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to his continued status as a service provider.
(7) On February 9, 2017, the Reporting Person was granted 26,178 RSUs, 25% of which vested on February 1, 2018 and the remainder of which vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to his continued status as a service provider.
(8) On May 12, 2015, the Reporting Person was granted 28,027 options, which vested or will vest in equal amounts on the first calendar day of each month for the 24 consecutive months beginning on May 1, 2017, subject to his continued status as a service provider.
(9) On February 9, 2017, the Reporting Person was granted 66,241 options, 25% of which vested on February 1, 2018 and the remainder of which vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to his continued status as a service provider.

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