UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
SCHEDULE 13G
Under the Securities Exchange
Act of 1934 (Amendment No. 1)*
__________________________________
GrubHub Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
400110102
(CUSIP Number)
May 1, 2015
(Date of Event Which Requires Filing
of this Statement)
__________________________________
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
Rule 13d-1(b):
Rule 13d-1(c):
Rule 13d-1(d): [x]
*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however,
see the Notes).
1 NAMES OF REPORTING PERSONS
SEI VI Chow AIV, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a):
(b): [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
2,468,007
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,468,007
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,468,007
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
1 NAMES OF REPORTING PERSONS
Spectrum Equity Associates VI, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a):
(b): [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
2,468,007
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,468,007
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,468,007
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
1 NAMES OF REPORTING PERSONS
SEA VI Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a):
(b): [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
2,468,007
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,468,007
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,468,007
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
1 NAMES OF REPORTING PERSONS
Spectrum VI Investment Managers' Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a):
(b): [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
2,468,007
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,468,007
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,468,007
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS
PN
1 NAMES OF REPORTING PERSONS
Spectrum VI Co-Investment Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a):
(b): X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
2,468,007
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,468,007
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,468,007
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
1 NAMES OF REPORTING PERSONS
Brion B. Applegate
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a):
(b): [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
2,468,007
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,468,007
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,468,007
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
1 NAMES OF REPORTING PERSONS
William P. Collatos
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b): [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
2,468,007
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,468,007
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,468,007
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
1 NAMES OF REPORTING PERSONS
Randy J. Henderson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a):
(b): [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
2,468,007
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,468,007
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,468,007
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
1 NAMES OF REPORTING PERSONS
Christopher T. Mitchell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a):
(b): [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
2,468,007
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,468,007
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,468,007
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
1 NAMES OF REPORTING PERSONS
Victor E. Parker, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a):
(b): [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
2,468,007
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,468,007
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,468,007
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
1 NAMES OF REPORTING PERSONS
Benjamin C. Spero
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a):
(b): [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
2,468,007
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
2,468,007
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,468,007
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.9%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Item 1(a). Name of Issuer: GrubHub Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
111 W Washington Street, Suite 2100, Chicago, Illinois
60602.
Item 2(a). Names of Persons Filing: This statement is being
filed by SEI VI Chow AIV, L.P., ("SEI VI"); Spectrum
Equity Associates VI, L.P. ("SEA VI"), which is the sole
general partner of SEI VI; Spectrum VI Investment
Managers' Fund, L.P. ("IMF VI"); Spectrum VI Co-
Investment Fund, L.P. ("CO-IF VI"); SEA VI Management,
LLC ("SEA VI Management" and, together with SEI VI, SEA
VI, IMF VI and CO-IF VI, the "Fund VI Entities"), which
is the sole general partner of SEA VI, the sole general
partner of IMF VI and the sole general partner of CO-IF
VI; Brion B. Applegate ("Applegate"), William P.
Collatos ("Collatos"), Randy J. Henderson ("Henderson"),
Christopher T. Mitchell ("Mitchell"), Victor E. Parker,
Jr. ("Parker") and Benjamin C. Spero ("Spero", together
with Applegate, Collatos, Henderson, Mitchell and
Parker, the "Managers"). The Managers are the individual
managing directors of SEA VI Management. The persons and
entities named in this paragraph are referred to
individually herein as a "Reporting Person" and
collectively as the "Reporting Persons."
Item 2(b). Address of Principal Business Office or, if None,
Residence: The address of the principal business office
of Collatos and Mitchell is Spectrum Equity Investors,
One International Place, 35th Floor, Boston, MA 02110. The
address of the principal business office of SEI VI, SEA
VI, IMF VI, CO-IF VI, SEA VI Management, Applegate,
Henderson, Parker and Spero is Spectrum Equity Investors,
140 New Montgomery, 20th Floor, San Francisco, CA 94105.
Item 2(c). Citizenship: Each of SEI VI, IMF VI, CO-IF VI and
SEA VI is a limited partnership organized under the laws
of the State of Delaware. SEA VI Management is a limited
liability company organized under the laws of the State
of Delaware. Each of the Managers is a citizen of the
United States of America.
Item 2(d). Title of Class of Securities: Common Stock, $
0.0001 par value ("Common Stock").
Item 2(e). CUSIP Number: 400110102
Item 3. If this statement is filed pursuant to Sections 240.13d-
1(b) or 240.13d-2(b) or (c), check whether the
person filing is a: Not applicable.
Item 4. Ownership.
(a) SEI VI is the record owner of 2,461,097 shares of
Common Stock as of December 31, 2015 (the "SEI VI
Shares"). As the sole general partner of SEI VI, SEA
VI may be deemed to own beneficially the SEI VI
Shares. IMF VI is the record owner of 5,949 shares
of Common Stock as of December 31, 2015 (the "IMF VI
Shares"). CO-IF VI is the record owner of 2,131
shares of Common Stock as of December 31, 2015 (the
"CO-IF VI Shares" and, together with the SEI VI
Shares and IMF VI Shares, the "Fund VI Shares"). As
the sole general partner of SEA VI, the sole general
partner of IMF VI and the sole general partner of
CO-IF VI, SEA VI Management may be deemed to own
beneficially the Fund VI Shares. As the individual
managing directors of SEA VI Management, each of the
Managers may also be deemed to own beneficially the
Fund VI Shares. By virtue of their relationship as
affiliated entities, whose controlling entities have
overlapping individual controlling persons, each of
the Fund VI Entities may be deemed to share the power to
direct the disposition and vote of the Fund VI
Shares for an aggregate of 2,468,007 shares.
(b) Percent of Class: See Line 11 of cover sheets. The
percentages set forth on the cover sheets for each
Reporting Person are calculated based on 84,925,708
shares of Common Stock reported by the Issuer to be
outstanding as of November 6, 2015.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: See
Line 5 of cover sheets.
(ii) shared power to vote or to direct the vote: See
Line 6 of cover sheets.
(iii) sole power to dispose or to direct the
disposition of: See Line 7 of cover sheets.
(iv) shared power to dispose or to direct the
disposition of: See Line 8 of cover sheets.
Each Reporting Person disclaims beneficial ownership of
such shares of Common Stock except for the shares, if
any, such Reporting Person holds of record.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable. This statement on Schedule 13G is not filed pursuant
to Rule 13d-1(b) or Rule 13d-1(c).
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: February 10th, 2016
SEI VI Chow AIV, L.P.
By: Spectrum Equity Associates VI, L.P.
its general partner
By: SEA VI Management, LLC
its general partner
By: *
Brion B. Applegate
Managing Director
Spectrum Equity Associates VI, L.P.
By: SEA VI Management, LLC
its general partner
By: *
Brion B. Applegate
Managing Director
SEA VI Management, LLC
By: *
Brion B. Applegate
Managing Director
Spectrum VI Investment Managers' Fund, L.P.
By: SEA VI Management, LLC
its general partner
By: *
Brion B. Applegate
Managing Director
*
Brion B. Applegate
*
William P. Collatos
*
Randy J. Henderson
*
Christopher T. Mitchell
*
Victor E. Parker, Jr.
/s/ Benjamin C. Spero
Benjamin C. Spero
*By: /s/ Brion B. Applegate
Brion B. Applegate
As attorney-in-fact
This Schedule 13G was executed by Brion B. Applegate on
behalf of the individuals listed above pursuant to a Power
of Attorney, a copy of which is attached as Exhibit 2.