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 *

Chia Stanley	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 Operating Officer	
(Last)          (First)          (Middle)

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

6/1/2017		
(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  	6/1/2017  	 	M	  	1215  	A	  (1)	1215  	D  	 	
Common Stock  	6/1/2017  	 	F (2)	  	378  	D	$43.71  	837  	D  	 	
Common Stock  	6/5/2017  	 	S (3)	  	837  	D	$44.61  	0  	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					
Restricted Stock Units  	  (4)	6/1/2017  	 	M  	  	  	1215   	  (5)	  (5)	Common Stock  	1215  	$0.00  	37672  	D  	 	

Explanation of Responses:	
(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 transaction reported on this Form 4 was 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) 	The RSUs vested as to 25% on January 1, 2017 and have vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Chia Stanley
C/O GRUBHUB INC.
111 W. WASHINGTON STREET, SUITE 2100
CHICAGO, IL 60602			Chief Operating Officer		

Signatures		
/s/ Margo Drucker, as Attorney-in-Fact for Stanley Chia		6/5/2017	
** 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.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.