Statement of Changes in Beneficial Ownership (4)

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) President, CFO and Treasurer
(Last)          (First)          (Middle) C/O GRUBHUB INC., 111 W. WASHINGTON STREET, SUITE 2100	3. Date of Earliest Transaction (MM/DD/YYYY) 8/1/2020
(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	8/1/2020		M		954	A	(1)	55282	D
Common Stock	8/1/2020		F(2)		423	D	$72.24	54859	D
Common Stock	8/1/2020		M		1718	A	(1)	56577	D
Common Stock	8/1/2020		F(2)		762	D	$72.24	55815	D
Common Stock	8/1/2020		M		1983	A	(1)	57798	D
Common Stock	8/1/2020		F(2)		879	D	$72.24	56919	D
Common Stock	8/1/2020		M		5847	A	(1)	62766	D
Common Stock	8/1/2020		F(2)		2591	D	$72.24	60175	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	(3)	8/1/2020		M			954	(4)	(4)	Common Stock	954	$0.00	5727	D
Restricted Stock Units	(3)	8/1/2020		M			1718	(5)	(5)	Common Stock	1718	$0.00	10308	D
Restricted Stock Units	(3)	8/1/2020		M			1983	(6)	(6)	Common Stock	1983	$0.00	19832	D
Restricted Stock Units	(3)	8/1/2020		M			5847	(7)	(7)	Common Stock	5847	$0.00	81852	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)	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.
(4)	On February 9, 2017, the Reporting Person was granted 45,812 RSUs, 25% of which vested on February 1, 2018 and the remainder of which vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter, subject to his continued status as a service provider.
(5)	On February 12, 2018, the Reporting Person was granted 27,488 RSUs, 25% of which vested on February 1, 2019 and the remainder of which vested or will vest in equal amounts for the 12 consecutive quarters thereafter on May 1, August 1, November 1 and February 1 of each year, subject to his continued status as a service provider.
(6)	On February 11, 2019, the Reporting Person was granted 31,730 RSUs, 25% of which vested on February 1, 2020 and the remainder of which vested or will vest in equal amounts for the 12 consecutive quarters thereafter on May 1, August 1, November 1 and February 1 of each year, subject to his continued status as a service provider.
(7)	On February 8, 2020, the Reporting Person was granted 93,545 RSUs, all of which vested or will vest in equal amounts on May 1, August 1, November 1 and February 1 of each year for 16 consecutive quarters, subject to his continued status as a service provider.

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			President, CFO and Treasurer

Signatures
/s/ Adam DeWitt		8/4/2020
**Signature of Reporting Person		Date