GrubHub Inc. (GRUB): Steadfast Capital Management Reports 5.1% Stake

Page 10 of 14 – SEC Filing

(b)

Percent of class:

(i)

Mr. Pitts’ beneficial ownership of 4,310,000 Common Shares represents 5.1% of the outstanding Common Shares.

(ii)

The Investment Manager’s beneficial ownership of 4,140,786 Common Shares represents 4.9% of the outstanding Common Shares.

(iii)

The Managing General Partner’s beneficial ownership of 169,214 Common Shares represents less than 1% of the outstanding Common Shares.

(iv)

Steadfast Capital’s beneficial ownership of 169,214 Common Shares represents less than 1% of the outstanding Common Shares.

(v)

American Steadfast’s beneficial ownership of 1,532,642 Common Shares represents 1.8% of the outstanding Common Shares.

(vi)

The Offshore Fund’s beneficial ownership of 2,608,144 Common Shares represents 3.1% of the outstanding Common Shares.

(vii)

Collectively, the Reporting Persons’ beneficial ownership of 4,310,000 Common Shares represents 5.1% of the outstanding Common Shares.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote of Common Shares:

Not applicable.

(ii)

Shared power to vote or to direct the vote of Common Shares:

Steadfast Capital has shared power with the Managing General Partner and Mr. Pitts to vote or direct the vote of the 169,214 Common Shares beneficially owned by Steadfast Capital.

American Steadfast has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 1,532,642 Common Shares beneficially owned by American Steadfast.

The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 2,608,144 Common Shares beneficially owned by the Offshore Fund.

(iii)

Sole power to dispose or to direct the disposition of Common Shares:

Not applicable.

(iv)

Shared power to dispose or to direct the disposition of Common Shares:

Steadfast Capital has shared power with the Managing General Partner and Mr. Pitts to dispose or direct the disposition of the 169,214 Common Shares beneficially owned by Steadfast Capital.

American Steadfast has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 1,532,642 Common Shares beneficially owned by American Steadfast.

The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 2,608,144 Common Shares beneficially owned by the Offshore Fund.