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

INITIAL STATEMENT OF 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 *

Coppola Barbara Martin	2. Date of Event Requiring Statement (MM/DD/YYYY)
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)
Chief Marketing Officer /	
(Street)

CHICAGO, IL 60602       

(City)              (State)              (Zip)	5. 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 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)	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 4)	2. Date Exercisable and Expiration Date
(MM/DD/YYYY)	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)	5/12/2025  	Common Stock  	56054  	$39.70  	D  	 	
Restricted Stock Units  	  (2)	  (2)	Common Stock  	25374  	  (3)	D  	 	

Explanation of Responses:	
(  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 Ms. Coppola's continued status as an employee.	
(  2) 	50% of the restricted stock units ("RSUs") vest on April 1, 2016 and the remaining RSUs vest in 12 equal installments on each monthly anniversary thereof, subject to Ms. Coppola'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.	

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		12/17/2015	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	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).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
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.	

POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
       KNOW ALL BY THESE
PRESENTS, that the undersigned hereby constitutes and appoints each of Margo
Drucker, Adam DeWitt and Lauren Lipson, signing singly, the undersigned's true
and lawful attorney-in-fact to: (i) execute for and on behalf of the
undersigned, in the undersigned's capacity as an officer and/or director and/or
owner of greater than 10% of the outstanding ordinary shares of GrubHub Inc., a
Delaware corporation (the "Company"), Forms 3, 4 and 5 (including any
amendments, supplements or exhibits thereto) in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder; (ii) do and
perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4 or 5
(including any amendments, supplements or exhibits thereto) and timely file such
form with the United States Securities and Exchange Commission (the "SEC") and
any stock exchange or similar authority, including without limitation the filing
of a Form ID or any other documents necessary or appropriate to enable the
undersigned to file the Form 3, 4 and 5 electronically with the SEC; (iii) seek
or obtain, as the undersigned's representative and on the undersigned's behalf,
information on transactions in the Company's securities from any third party,
including brokers, employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any such information to
each of the undersigned's attorneys-in-fact appointed by this Power of Attorney
and ratifies any such release of information; and (iv) take any other action of
any type whatsoever in connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
       This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4 and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
[Remainder of Page Intentionally Left Blank]

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed this 10th day of December, 2015.

Signed and acknowledged:
/s/
Barbara Martin Coppola
Signature
Barbara Martin Coppola
Printed Name