SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)*
GrubHub Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
400110102
(CUSIP Number)
Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel:  (212) 986-6000
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 6, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Capital Partners, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
2,027,622
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
2,027,622
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,027,622
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
2.4%
   
14.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Wavefront, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
442,377
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
442,377
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
442,377
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
Less than 1%
   
14.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Capital Partners Offshore Master Fund, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
2,059,343
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
2,059,343
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,059,343
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
2.4%
   
14.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Capital Partners Offshore, Ltd.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
AF
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
2,059,343
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
2,059,343
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
2,059,343
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
2.4%
   
14.
TYPE OF REPORTING PERSON
   
 
CO


1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
LCG Holdings, LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
AF
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
4,529,342
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
4,529,342
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
4,529,342
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
5.3%
   
14.
TYPE OF REPORTING PERSON
   
 
OO


1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Capital Group, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
AF, OO
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
4,529,342
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
4,529,342
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
4,529,342
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
5.3%
   
14.
TYPE OF REPORTING PERSON
   
 
PN


1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Luxor Management, LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
AF
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
4,529,342
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
4,529,342
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
4,529,342
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
5.3%
   
14.
TYPE OF REPORTING PERSON
   
 
OO


1.
NAMES OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Christian Leone
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
AF
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
USA
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
4,529,342
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
4,529,342
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
4,529,342
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
 EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
5.3%
   
14.
TYPE OF REPORTING PERSON
   
 
IN


The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated to read as follows:
A total of approximately $143,748,847 was paid to acquire the Shares reported as beneficially owned by the Onshore Fund, the Wavefront Fund and the Offshore Master Fund.  The funds used to purchase these securities were obtained from the general working capital of the Onshore Fund, the Wavefront Fund and the Offshore Master Fund and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 84,717,401 Shares outstanding as of May 6, 2016, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report filed on Form 10-Q with the Securities and Exchange Commission on May 9, 2016.
As of the date hereof, the Onshore Fund may be deemed to have beneficially owned 2,027,622 Shares, the Offshore Master Fund may be deemed to have beneficially owned 2,059,343 Shares and the Wavefront Fund may be deemed to have beneficially owned 442,377 Shares, constituting approximately 2.4%, 2.4% and less than 1%, respectively, of the outstanding Shares.
The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the 2,059,343 Shares beneficially owned by the Offshore Master Fund, constituting approximately 2.4% of the outstanding Shares.
LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund and the Offshore Master Fund, may be deemed to have beneficially owned the 4,529,342 Shares beneficially owned in the aggregate by the Onshore Fund, the Wavefront Fund and the Offshore Master Fund, constituting approximately 5.3% of the outstanding Shares.
Luxor Capital Group, as the investment manager of the Luxor Funds, may be deemed to have beneficially owned the 4,529,342 Shares owned in the aggregate by the Luxor Funds, constituting approximately 5.3% of the outstanding Shares.
Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 4,529,342 Shares beneficially owned by Luxor Capital Group, constituting approximately 5.3% of the outstanding Shares.
Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 4,529,342 Shares owned by Luxor Management, constituting approximately 5.3% of the outstanding Shares.
Item 5(c) is hereby amended to add the following:
(c) The transactions effected during the past 60 days by the Reporting Persons are set forth on Schedule B attached hereto.

SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated:  June 8, 2016
 
LUXOR CAPITAL PARTNERS, LP
     
 
By:
LCG Holdings, LLC
General Partner
     
 
By:
/s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LUXOR WAVEFRONT, LP
     
 
By:
LCG Holdings, LLC
General Partner
     
 
By:
/s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
     
 
By:
LCG Holdings, LLC
General Partner
     
 
By:
/s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
     
 
By:
Luxor Capital Group, LP
Investment Manager
     
 
By:
/s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
LUXOR CAPITAL GROUP, LP
     
 
By:
Luxor Management, LLC
General Partner
     
 
By:
/s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel



 
LCG HOLDINGS, LLC
     
 
By:
/s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel

 
LUXOR MANAGEMENT, LLC
     
 
By:
/s/ Norris Nissim
   
Name:
Norris Nissim
   
Title:
General Counsel


 
/s/ Norris Nissim
 
NORRIS NISSIM, as Agent for Christian Leone


SCHEDULE B
TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS BY THE REPORTING PERSONS
Class of Security
Amount of Securities
(Sold)
Price ($)
Date of
Transactions

LUXOR CAPITAL PARTNERS, LP
   
Common Stock
(738)
28.7796
06/06/16
Common Stock
(39,669)
28.7806
06/06/16
Common Stock
(309,884)
28.6033
06/06/16
Common Stock
(37,406)
28.7567
06/06/16
Common Stock
(4,480)
28.7287
06/06/16
Common Stock
(8,521)
28.8253
06/06/16
Common Stock
(117,790)
28.7228
06/06/16
Common Stock
(1,452)
29.0594
06/07/16
Common Stock
(3,209)
29.0649
06/07/16
Common Stock
(7,590)
29.0122
06/07/16
Common Stock
(11,561)
29.0202
06/07/16
Common Stock
(37,186)
28.8983
06/08/16
Common Stock
(44,624)
28.7469
06/08/16

LUXOR WAVEFRONT, LP
   
Common Stock
(72,739)                 
24.5100
4/13/16
Common Stock
(164)
28.7796
06/06/16

LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
   
Common Stock
(2,261)
24.5100
4/13/16
Common Stock
(728)
28.7796
06/06/16
Common Stock
(18,731)
28.7806
06/06/16
Common Stock
(146,316)
28.6033
06/06/16
Common Stock
(17,662)
28.7567
06/06/16
Common Stock
(2,116)
28.7287
06/06/16
Common Stock
(4,023)
28.8253
06/06/16
Common Stock
(55,615)
28.7228
06/06/16
Common Stock
(1,398)
29.0594
06/07/16
Common Stock
(3,091)
29.0649
06/07/16
Common Stock
(7,310)
29.0122
06/07/16
Common Stock
(11,134)
29.0202
06/07/16
Common Stock
(37,814)
28.8983
06/08/16
Common Stock
(45,376)
28.7469
06/08/16