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 *
Maloney Matthew M.
   2. Issuer Name and Ticker or Trading Symbol
GrubHub Inc. [GRUB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and President
(Last)
(First)
(Middle)
C/O GRUBHUB INC., 111 W. WASHINGTON STREET, SUITE 2100		 3. Date of Earliest Transaction (Month/Day/Year)
10/08/2015
(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 10/08/2015   M(1)   4,090 A $ 1.99 4,090 D  
Common Stock 10/08/2015   S(1)   4,090 D $ 30.1412 (2) 0 D  
Common Stock 10/09/2015   M(1)   857 A $ 1.99 857 D  
Common Stock 10/09/2015   S(1)   857 D $ 30.0814 (3) 0 D  
Common Stock 10/12/2015   M(1)   1,649 A $ 1.99 1,649 D  
Common Stock 10/12/2015   S(1)   1,649 D $ 30.2506 (4) 0 D  
Common Stock 10/08/2015   S(1)   4,090 D $ 30.1412 (2) 396,670 I By Matthew M. Maloney Revocable Trust
Common Stock 10/09/2015   S(1)   857 D $ 30.0814 (3) 395,813 I By Matthew M. Maloney Revocable Trust
Common Stock 10/12/2015   S(1)   1,649 D $ 30.2506 (4) 394,164 I By Matthew M. Maloney Revocable Trust
Common Stock 10/08/2015   S(1)   19,824 D $ 30.1412 (2) 883,431 I By Maloney Children's 2014 Exempt Trust (5)
Common Stock 10/09/2015   S(1)   4,155 D $ 30.0814 (3) 879,276 I By Maloney Children's 2014 Exempt Trust (5)
Common Stock 10/12/2015   S(1)   5,203 D $ 30.2506 (4) 874,073 I By Maloney Children's 2014 Exempt Trust (5)
Common Stock 10/13/2015   S(1)   2,790 D $ 30 871,283 I By Maloney Children's 2014 Exempt Trust (5)
Common Stock 10/08/2015   S(1)   7,936 D $ 30.1412 (2) 353,710 I By Holly R. Maloney Revocable Trust (5)
Common Stock 10/09/2015   S(1)   1,664 D $ 30.0814 (3) 352,046 I By Holly R. Maloney Revocable Trust (5)
Common Stock 10/12/2015   S(1)   3,200 D $ 30.2506 (4) 348,846 I By Holly R. Maloney Revocable Trust (5)

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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
Stock Option (Right to Buy) $ 1.99 10/08/2015   M(1)     4,090   (6) 04/23/2022 Common Stock 4,090 $ 0 170,437 D  
Stock Option (Right to Buy) $ 1.99 10/09/2015   M(1)     857   (6) 04/23/2022 Common Stock 857 $ 0 169,580 D  
Stock Option (Right to Buy) $ 1.99 10/12/2015   M(1)     1,649   (6) 04/23/2022 Common Stock 1,649 $ 0 167,931 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Maloney Matthew M.
C/O GRUBHUB INC.
111 W. WASHINGTON STREET, SUITE 2100
CHICAGO, IL 60602		   X     CEO and President  

Signatures

 Adam DeWitt, as attorney-in-fact for Matthew Maloney   10/13/2015
**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) Each of the transactions reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by either the Reporting Person, in his personal capacity or as trustee of the Matthew M. Maloney Revocable Trust, or the trustee of the Maloney Children's 2014 Revocable Trust, or the trustee of the Holly R. Maloney Revocable Trust, as applicable.
(2) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.00 to $30.29, inclusive. The reporting person undertakes to provide GrubHub Inc., any security holder of GrubHub Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(3) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.00 to $30.23, inclusive. The reporting person undertakes to provide GrubHub Inc., any security holder of GrubHub Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(4) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.00 to $30.42, inclusive. The reporting person undertakes to provide GrubHub Inc., any security holder of GrubHub Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(5) The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for the purpose of Section 16 or for any other purpose.
(6) The option is currently exercisable as to 103,755 shares. The remaining shares under the option will vest on the first calendar day of each month through April 1, 2016. From March 1, 2015 through March 1, 2016, the option has vested or will vest monthly as to 10,696 shares. On April 1, 2016, the option will vest as to 10,693 shares. Vesting is subject to Mr. Maloney's continued status as an employee.

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