Samuel Pike Hall - 15 Jun 2021 Form 4 Insider Report for GrubHub Inc.

Role
Chief Product Officer
Signature
/s/ Margo Drucker, as Attorney-in-Fact for Samuel P. Hall
Issuer symbol
N/A
Transactions as of
15 Jun 2021
Net transactions value
$0
Form type
4
Filing time
15 Jun 2021, 17:42:18 UTC
Previous filing
03 Jun 2021
Next filing
30 Jun 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GRUB Common Stock Disposed to Issuer $0 -7,679 -100% $0.000000* 0 15 Jun 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 -4,561 -100% $0.000000* 0 15 Jun 2021 Common Stock 4,561 $0.000000 Direct F2, F3
transaction GRUB Restricted Stock Units Disposed to Issuer $0 -5,553 -100% $0.000000* 0 15 Jun 2021 Common Stock 5,553 $0.000000 Direct F2, F3
transaction GRUB Restricted Stock Units Disposed to Issuer $0 -25,725 -100% $0.000000* 0 15 Jun 2021 Common Stock 25,725 $0.000000 Direct F2, F3
transaction GRUB Restricted Stock Units Disposed to Issuer $0 -28,481 -100% $0.000000* 0 15 Jun 2021 Common Stock 28,481 $0.000000 Direct F2, F3
transaction GRUB Stock Option (Right to Buy) Disposed to Issuer -31,693 -100% 0 15 Jun 2021 Common Stock 31,693 $78.08 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Samuel Pike Hall 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 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.