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 *
Belousova Maria
   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 Technology Officer
(Last)
(First)
(Middle)
C/O GRUBHUB INC., 5 BRYANT PARK, 15TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
08/01/2017
(Street)

NEW YORK, NY 10018		 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 08/01/2017   M   857 A (1) 857 D  
Common Stock 08/01/2017   F(2)   479 D $ 47.22 378 D  
Common Stock 08/01/2017   M(3)   1,041 A $ 13.7 1,419 D  
Common Stock 08/01/2017   M(3)   1,267 A $ 24.2 2,686 D  
Common Stock 08/01/2017   S(3)   2,308 D $ 47.39 378 D  
Common Stock 08/03/2017   S(3)   378 D $ 46.65 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 (4) 08/01/2017   M     857   (5)   (5) Common Stock 857 $ 0 24,855 D  
Stock Options (Right to Buy) $ 13.7 08/01/2017   M(3)     1,041   (6) 01/28/2024 Common Stock 1,041 $ 0 6,250 D  
Stock Options (Right to Buy) $ 24.2 08/01/2017   M(3)     1,267   (7) 12/31/2025 Common Stock 1,267 $ 0 36,723 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Belousova Maria
C/O GRUBHUB INC.
5 BRYANT PARK, 15TH FLOOR
NEW YORK, NY 10018		       Chief Technology Officer  

Signatures

 /s/ Margo Drucker, as attorney-in-fact for Maria Belousova   08/03/2017
**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) 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.
(5) On January 8, 2016, the Reporting Person was granted 41,138 RSUs, 25% of which vested on January 1, 2017 and the remainder of which has vested or will vest in equal amounts on the first calendar day of the month for the consecutive 36 months thereafter.
(6) The option vested and became exercisable as to 25% of the underlying shares on February 1, 2015 and has vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter.
(7) The option vested and became exercisable as to 25% of the underlying shares on January 1, 2017 and has vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter.

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