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

Page 9 of 14 – SEC Filing

Item 2(e).

CUSIP Number:

400110102

Item 3.

If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

	(a)	[ ]	Broker or dealer registered under Section 15 of the Exchange Act.
	(b)	[ ]	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c)	[ ]	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d)	[ ]	Investment company registered under Section 8 of the Investment Company Act.
	(e)	[ ]	Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
	(f)	[ ]	Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
	(g)	[ ]	Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
	(h)	[ ]	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	(i)	[ ]	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
	(j)	[ ]	Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
	(k)	[ ]	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

(i)

Mr. Pitts beneficially owns 4,310,000 Common Shares.

(ii)

The Investment Manager beneficially owns 4,140,786 Common Shares.

(iii)

The Managing General Partner beneficially owns 169,214 Common Shares.

(iv)

Steadfast Capital owns 169,214 Common Shares.

(v)

American Steadfast owns 1,532,642 Common Shares.

(vi)

The Offshore Fund owns 2,608,144 Common Shares.

(vii)

Collectively, the Reporting Persons beneficially own 4,310,000 Common Shares.