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 *
Zabusky Jonathan
  2. Issuer Name and Ticker or Trading Symbol
GrubHub Inc. [GRUB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President
(Last)
(First)
(Middle)
C/O GRUBHUB INC., 1065 AVENUE OF THE AMERICAS, 15TH FL
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2015
(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 02/25/2015   M   75,000 A $ 5.6 128,255 D  
Common Stock 02/25/2015   S   75,000 D $ 42.4063 (1) 53,255 D  
Common Stock 02/26/2015   M   25,000 A $ 5.6 78,255 D  
Common Stock 02/26/2015   S   11,557 D $ 43.25 66,698 D  
Common Stock 02/26/2015   S   13,443 D $ 41.7363 (2) 53,255 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
Stock Option (Right to Buy) $ 5.6 02/25/2015   M     75,000   (3) 11/15/2022 Common Stock 75,000 $ 0 300,000 D  
Stock Option (Right to Buy) $ 5.6 02/26/2015   M     25,000   (3) 11/15/2022 Common Stock 25,000 $ 0 275,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Zabusky Jonathan
C/O GRUBHUB INC.
1065 AVENUE OF THE AMERICAS, 15TH FL
NEW YORK, NY 10018
  X     President  

Signatures

 /s/ Jonathan Zabusky   02/26/2015
**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) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $42.03 to $42.89, inclusive.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.73 to $41.80, inclusive.
(3) The option became exercisable as to 93,750 shares on November 1, 2013. Beginning on December 1, 2013 and continuing monthly until April 1, 2016, the option has vested or will vest in equal amounts, representing 1/48 of the total number of shares covered by the option, except that the final vest, occurring on May 1, 2016, will be an option for 3,906 shares. On February 8, 2014, 25% of the portion of the option that would have remained unvested on August 8, 2014 became excercisable. All vesting of Mr. Zabusky's option is subject to his continued status as an employee.

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