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 *
Coppola Barbara Martin
   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 Marketing Officer
(Last)
(First)
(Middle)
111 W. WASHINGTON STREET, SUITE 2100		 3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017
(Street)

CHICAGO, IL 60602		 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 03/01/2017   M   1,057 A (1) 7,585 D  
Common Stock 03/01/2017   F(2)   329 D $ 36.21 7,256 D  
Common Stock 03/01/2017   M   729 A (1) 7,985 D  
Common Stock 03/01/2017   F(2)   227 D $ 36.21 7,758 D  
Common Stock 03/01/2017   M(3)   1,458 A $ 24.2 9,216 D  
Common Stock 03/01/2017   S(3)   1,458 D $ 35.37 7,758 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
Restricted Stock Units (4) 03/01/2017   M     1,057   (5)   (5) Common Stock 1,057 $ 0 1,058 D  
Restricted Stock Units (4) 03/01/2017   M     729   (6)   (6) Common Stock 729 $ 0 24,791 D  
Stock Option (Right to Buy) $ 24.2 03/01/2017   M(3)     1,458   (7) 12/31/2025 Common Stock 1,458 $ 0 49,581 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Coppola Barbara Martin
111 W. WASHINGTON STREET
SUITE 2100
CHICAGO, IL 60602		       Chief Marketing Officer  

Signatures

 /s/ Lauren Lipson, as Attorney-in-Fact for Barbara Martin Coppola   03/03/2017
**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) 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) These transactions were 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 May 12, 2015, the reporting person was granted 25,374 RSUs, 50% of which vested on April 1, 2016 and the remainder of which vests in 12 equal installments on each monthly anniversary thereof.
(6) On December 31, 2015, the reporting person was granted 34,998 RSUs, 25% of which vested on January 1, 2017 and the remainder of which has vested or will vest in equal amounts on the first calendar of the month for the 36 consecutive months thereafter.
(7) On December 31, 2015, the reporting person was granted 69,996 options, 25% of which vested on January 1, 2017 and the remainder of which has vested or will vest in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter.

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