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
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

DeWitt Adam	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)
CFO and Treasurer	
(Last)          (First)          (Middle)

C/O GRUBHUB INC., 111 W. WASHINGTON STREET, SUITE 2100	3. Date of Earliest Transaction (MM/DD/YYYY)

4/28/2017		
(Street)

CHICAGO, IL 60602
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

 	6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned	
1.Title of Security
(Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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  	4/28/2017  	 	M (1)	  	3000  	A	$13.70  	29223  	D  	 	
Common Stock  	4/28/2017  	 	S (1)	  	3000  	D	$45.00  	26223  	D  	 	
Common Stock  	5/1/2017  	 	M	  	3070  	A	  (2)	29293  	D  	 	
Common Stock  	5/1/2017  	 	F (3)	  	1403  	D	$42.89  	27890  	D  	 	
Common Stock  	5/1/2017  	 	M (1)	  	1722  	A	$5.05  	29612  	D  	 	
Common Stock  	5/1/2017  	 	S (1)	  	3722  	D	$43.00  	25890  	D  	 	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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	7. Title and Amount of Securities Underlying Derivative Security
(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)  	$13.70  	4/28/2017  	 	M   (1)	  	  	3000   	  (4)	1/28/2024  	Common Stock  	3000  	$0.00  	97000  	D  	 	
Restricted Stock Units  	  (5)	5/1/2017  	 	M  	  	  	3070   	  (6)	  (6)	Common Stock  	3070  	$0.00  	98241  	D  	 	
Stock Option (Right to Buy)  	$5.05  	5/1/2017  	 	M   (1)	  	  	1722   	  (7)	7/26/2022  	Common Stock  	1722  	$0.00  	11888  	D  	 	

Explanation of Responses:	
(1) 	These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.	
(2) 	One share of common stock was issued upon the vesting of each Restricted Stock Unit ("RSU").	
(3) 	Represents shares of common stock withheld to cover tax obligations upon the vesting of RSUs.	
(4) 	The option vested and became exercisable as to 25% of the underlying shares on February 1, 2016 and has vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter.	
(5) 	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.	
(6) 	On December 31, 2015, the reporting person was granted 147,360 RSUs, 25% of which vested on January 1, 2017 and the remainder of which vests 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 one-third of the underlying shares on May 1, 2016 and the remainder of which vested in equal amounts on the first calendar day of the month for the two consecutive months thereafter.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
DeWitt Adam
C/O GRUBHUB INC.
111 W. WASHINGTON STREET, SUITE 2100
CHICAGO, IL 60602			CFO and Treasurer		

Signatures		
/s/ Adam DeWitt		5/2/2017	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	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).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
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