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 *

Fisher David	2. Date of Event Requiring Statement (MM/DD/YYYY)
4/3/2014 
	3. Issuer Name and Ticker or Trading Symbol

GrubHub Inc. [GRUB]	
(Last)        (First)        (Middle)

C/O OPTIONSXPRESS HOLDINGS, INC., 39 SOUTH LASALLE STREET, SUITE 220	4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)	
(Street)

CHICAGO, IL 60605       

(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)	6/20/2022  	Common Stock  	50599  	$4.62  	D  	 	

Explanation of Responses:	
(  1) 	The option has vested or will vest in equal amounts on the eighteenth calendar day of each month for 48 consecutive months beginning on July 18, 2012, subject to Mr. Fisher's continued status as a service provider.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Fisher David
C/O OPTIONSXPRESS HOLDINGS, INC.
39 SOUTH LASALLE STREET, SUITE 220
CHICAGO, IL 60605	X				

Signatures		
/s/ Maggie Drucker as Attorney-in-Fact for David Fisher		4/3/2014	
** 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 and Adam DeWitt, 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.

        IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney
to be executed as of the date first written above.

                                        Signed and acknowledged:

                                        /s/ David Fisher
                                        ----------------------------
                                        Signature

                                        David Fisher
                                        ----------------------------
                                        Printed Name