SYS-CON MEDIA Authors: Adine Deford, Cynthia Dunlop, Harry Trott, Xenia von Wedel, Peter Silva

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GrubHub Inc. Announces Pricing of Initial Public Offering

CHICAGO, April 3, 2014 /PRNewswire/ -- GrubHub Inc. ("GrubHub") (NYSE: GRUB), the nation's leading online and mobile food ordering company dedicated to connecting hungry diners with local takeout restaurants, today announced the pricing of its Initial Public Offering of 7,405,614 of its common stock at a price to the public of $26.00 per share. In addition, GrubHub has granted the underwriters a 30-day option to purchase up to an additional 1,110,842 shares of common stock from certain selling stockholders at the Initial Public Offering price. The shares are expected to begin trading on the New York Stock Exchange on April 4, 2014.

Citigroup and Morgan Stanley are acting as joint book-running managers for the offering.  Allen & Company LLC, BMO Capital Markets Corp., Canaccord Genuity Inc., Raymond James & Associates, Inc. and William Blair & Company, L.L.C. are acting as co-managers for the offering.

A registration statement relating to these securities has been filed with, and on April 3, 2014, was declared effective by the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering is being made only by means of a prospectus. A copy of the final prospectus related to the offering may be obtained, when available, from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Ave., Edgewood, NY 11717 or by calling (800) 831-9146; and Morgan Stanley at Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or by calling (866) 718-1649.

Forward-Looking Statements:
This press release contains forward-looking statements, which are subject to substantial risks, uncertainties and assumptions. You should not place reliance on these statements.  Forward-looking statements include information concerning the offering.  These statements often include words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "seek," "will," "may" or similar expressions.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that we will effect the offering. Accordingly, you should not place undue reliance on these forward-looking statements. All such statements speak only as of the date made, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE GrubHub Inc.

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