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 * Hall Samuel Pike	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 Product Officer
(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		793	A	(1)	3858	D
Common Stock	8/1/2020		F(2)		304	D	$72.24	3554	D
Common Stock	8/1/2020		M		2339	A	(1)	5893	D
Common Stock	8/1/2020		F(2)		894	D	$72.24	4999	D
Common Stock	8/4/2020		S(3)		1449	D	$72.41	3550	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)	8/1/2020		M			793	(5)	(5)	Common Stock	793	$0.00	7933	D
Restricted Stock Units	(4)	8/1/2020		M			2339	(6)	(6)	Common Stock	2339	$0.00	32741	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)	This transaction 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)	On February 11, 2019, the Reporting Person was granted 12,692 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.
(6)	On February 8, 2020, the Reporting Person was granted 37,418 RSUs, all of which vested or will vest in equal amounts for 16 consecutive quarters on May 1, August 1, November 1 and February 1 of each year, subject to his continued status as a service provider.

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

Signatures
/s/ Margo Drucker, as Attorney-in-Fact for Samuel P. Hall		8/4/2020
**Signature of Reporting Person		Date