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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(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) 01/01/2017 (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 01/01/2017   M   1,057 A (1) 3,673 D   Common Stock 01/01/2017   F(2)   385 D $ 37.62 3,288 D   Common Stock 01/01/2017   M   8,749 A (1) 12,037 D   Common Stock 01/01/2017   F(2)   2,827 D $ 37.62 9,210 D   Common Stock 01/03/2017   M(3)   17,499 A $ 24.2 26,709 D   Common Stock 01/03/2017   S(3)   10,989 D $ 36.9133 (4) (5) 15,720 D   Common Stock 01/03/2017   S(3)   6,510 D $ 37.3433 (4) (6) 9,210 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

(7)

01/01/2017

M

1,057

(8)

(8)

Common Stock

1,057

$ 0

3,172

D

Restricted Stock Units

(7)

01/01/2017

M

8,749

(9)

(9)

Common Stock

8,749

$ 0

26,249

D

Stock Option (Right to Buy)

$ 24.2

01/03/2017

M(3)

17,499

(10)

(10)

Common Stock

17,499

$ 0

52,497

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		01/04/2017
**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)	This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
(4)	The price reported is a weighted average price. The reporting person undertakes to provide GrubHub Inc., any security holder of GrubHub Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
(5)	The shares were sold in multiple transactions at prices ranging from $36.15 to $37.14, inclusive.
(6)	The shares were sold in multiple transactions at prices ranging from $37.15 to $37.66, inclusive.
(7)	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.
(8)	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, subject to the reporting person's continued status as an employee.
(9)	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 vests in equal amounts on the first calendar of the month for the 36 consecutive months thereafter.
(10)	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 vests in equal amounts on the first calendar day of the month for the 36 consecutive months thereafter.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.