Margo Drucker - Jun 15, 2021 Form 4 Insider Report for GrubHub Inc. (GRUB)

Role
Chief Legal Officer, Secretary
Signature
/s/ Margo Drucker
Stock symbol
GRUB
Transactions as of
Jun 15, 2021
Transactions value $
$0
Form type
4
Date filed
6/15/2021, 05:28 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GRUB Common Stock Award $0 -5.54K -100% $0.00* 0 Jun 15, 2021 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GRUB Restricted Stock Units Disposed to Issuer $0 -1.93K -100% $0.00* 0 Jun 15, 2021 Common Stock 1.93K $0.00 Direct F2, F3
transaction GRUB Restricted Stock Units Disposed to Issuer $0 -4.17K -100% $0.00* 0 Jun 15, 2021 Common Stock 4.17K $0.00 Direct F2, F3
transaction GRUB Restricted Stock Units Disposed to Issuer $0 -19.3K -100% $0.00* 0 Jun 15, 2021 Common Stock 19.3K $0.00 Direct F2, F3
transaction GRUB Restricted Stock Units Disposed to Issuer $0 -24.8K -100% $0.00* 0 Jun 15, 2021 Common Stock 24.8K $0.00 Direct F2, F3
transaction GRUB Stock Option (Right to Buy) Disposed to Issuer -4.97K -100% 0 Jun 15, 2021 Common Stock 4.97K $38.20 Direct F4
transaction GRUB Stock Option (Right to Buy) Disposed to Issuer -26.9K -100% 0 Jun 15, 2021 Common Stock 26.9K $86.70 Direct F5
transaction GRUB Stock Option (Right to Buy) Disposed to Issuer -23.8K -100% 0 Jun 15, 2021 Common Stock 23.8K $78.08 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Margo Drucker is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 In accordance with the methodology and exchange ratio set for in the merger agreement between GrubHub Inc., Checkers Merger Sub I, Inc., Checkers Merger Sub II, Inc. and Just Eat Takeaway.com N.V. ("Parent"), as amended (the "Merger Agreement") dated June 10, 2020, these shares were exchanged for American Depositary Shares of Parent ("Parent ADSs").
F2 Each Restricted Stock Unit ("RSU") represented a contingent right to receive a share of common stock or, at the option of the Compensation Committee, cash of equivalent value.
F3 In accordance with the methodology and exchange ratio set forth in the Merger Agreement, these RSUs were assumed by Parent and converted into restricted stock units with respect to Parent ADSs, subject to the previously reported applicable vesting schedules.
F4 This option, which was fully vested and exercisable, was assumed by Parent and converted, in accordance with applicable law and the methodology and exchange ratio set forth in the Merger Agreement, into an option to acquire Parent ADSs.
F5 This option, which provided for vesting 25% on February 1, 2019 with the remainder vesting ratably over the 12 consecutive quarters thereafter on May 1, August 1, November 1and February 1 of each year, was assumed by Parent and converted, in accordance with applicable law and the methodology and exchange ratio set forth in the Merger Agreement, into an option to acquire Parent ADSs subject to the foregoing vesting schedule.
F6 This option, which provided for vesting 25% on February 1, 2020 with the remainder vesting ratably over the 12 consecutive quarters thereafter on May 1, August 1, November 1 and February 1 of each year, was assumed by Parent and converted, in accordance with applicable law and the methodology and exchange ratio set forth in the Merger Agreement, into an option to acquire Parent ADSs subject to the foregoing vesting schedule.