Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Chia Stanley
 2. Date of Event Requiring Statement (Month/Day/Year)
12/10/2015		 3. Issuer Name and Ticker or Trading Symbol
GrubHub Inc. [GRUB]
(Last)
(First)
(Middle)
111 W. WASHINGTON STREET, SUITE 2100		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Operations
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CHICAGO, IL 60602		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (1) 05/12/2025 Common Stock 28,027 $ 39.7 D  
Restricted Stock Units   (2)   (2) Common Stock 12,687 $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chia Stanley
111 W. WASHINGTON STREET
SUITE 2100
CHICAGO, IL 60602		       SVP, Operations  

Signatures

/s/ Lauren Lipson, as attorney-in-fact for Stanley Chia 12/17/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) On the first calendar day of the month for 24 consecutive months beginning May 1, 2017, the option will vest in equal amounts, subject to Mr. Chia's continued status as an employee.
(2) 50% of the restricted stock units (the "RSUs") vest on April 1, 2016 and the remaining RSUs vest in 12 equal installments on each monthly anniversary thereof, subject to Mr. Chia's continued status as an employee.
(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.
 
Remarks:
Ex. 24.1

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