Statement of Changes in Beneficial Ownership (4)

FORM 4 [X] 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
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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 ^* DeWitt Adam	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) President, CFO and Treasurer
(Last) (First) (Middle) C/O GRUBHUB INC., 111 W. WASHINGTON STREET, SUITE 2100	3. Date of Earliest Transaction (MM/DD/YYYY) 6/15/2021
(Street) CHICAGO, IL 60602 (City) (State) (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	6/15/2021		D		40605 ⁽¹⁾	D	$0.00 ⁽¹⁾	0	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.00 ⁽²⁾	6/15/2021		D			5154	⁽³⁾	⁽³⁾	Common Stock	5154	$0.00 ⁽³⁾	0	D
Restricted Stock Units	$0.00 ⁽²⁾	6/15/2021		D			13882	⁽³⁾	⁽³⁾	Common Stock	13882	$0.00 ⁽³⁾	0	D
Restricted Stock Units	$0.00 ⁽²⁾	6/15/2021		D			64313	⁽³⁾	⁽³⁾	Common Stock	64313	$0.00 ⁽³⁾	0	D
Restricted Stock Units	$0.00 ⁽²⁾	6/15/2021		D			71820	⁽³⁾	⁽³⁾	Common Stock	71820	$0.00 ⁽³⁾	0	D
Stock Option (Right to Buy)	$37.21	6/15/2021		D			5400	⁽⁴⁾	1/7/2025	Common Stock	5400	⁽⁴⁾	0	D
Stock Option (Right to Buy)	$38.20	6/15/2021		D			97922	⁽⁴⁾	2/9/2027	Common Stock	97922	⁽⁴⁾	0	D
Stock Option (Right to Buy)	$86.70	6/15/2021		D			71746	⁽⁵⁾	2/12/2028	Common Stock	71746	⁽⁵⁾	0	D
Stock Option (Right to Buy)	$78.08	6/15/2021		D			79232	⁽⁶⁾	2/11/2029	Common Stock	79232	⁽⁶⁾	0	D

Explanation of Responses:
(1)	In accordance with the methodology and exchange ratio set for in the merger agreement between GrubHub Inc., Checkers Merger Sub I, Inc., Checkers Merger Sub II, Inc. and Just Eat Takeaway.com N.V. ("Parent"), as amended (the "Merger Agreement") dated June 10, 2020, these shares were exchanged for American Depositary Shares of Parent ("Parent ADSs").
(2)	Each Restricted Stock Unit ("RSU") represents a contingent right to receive a share of common stock or, at the option of the Compensation Committee, cash of equivalent value.
(3)	In accordance with the methodology and exchange ratio set forth in the Merger Agreement, these RSUs were assumed by Parent and converted into restricted stock units with respect to Parent ADSs, subject to the previously reported applicable vesting schedules.
(4)	This option, which was fully vested and exercisable, was assumed by Parent and converted, in accordance with applicable law and the methodology and exchange ratio set forth in the Merger Agreement, into an option to acquire Parent ADSs.
(5)	This option, which provided for vesting 25% on February 1, 2019 with the remainder vesting ratably over the 12 consecutive quarters thereafter on May 1, August 1, November 1 and February 1 of each year, was assumed by Parent and converted, in accordance with applicable law and the methodology and exchange ratio set forth in the Merger Agreement, into an option to acquire Parent ADSs subject to the foregoing vesting schedule.
(6)	This option, which provided for vesting 25% on February 1, 2020 with the remainder vesting ratably over the 12 consecutive quarters thereafter on May 1, August 1, November 1 and February 1 of each year, was assumed by Parent and converted, in accordance with applicable law and the methodology and exchange ratio set forth in the Merger Agreement, into an option to acquire Parent ADSs subject to the foregoing vesting schedule.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DeWitt Adam C/O GRUBHUB INC. 111 W. WASHINGTON STREET, SUITE 2100 CHICAGO, IL 60602			President, CFO and Treasurer