SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13G

(RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*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 disclosures provided in a prior cover page.

The information required on 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 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).

Item 1(a).

Name of Issuer:

GrubHub Inc. ("Issuer")

Item 1(b).

Address of Issuer's Principal Executive Offices:

111 W. Washington Street, Suite 2100

Chicago, Illinois 60602

Item 2(a).

Name of Persons Filing:

The names of the persons filing this statement on Schedule 13G are (collectively, the "Reporting Persons"):

·	Luxor Capital Partners, LP, a Delaware limited partnership (the "Onshore Fund");

·	Luxor Capital Partners Offshore, Ltd., a Cayman Islands exempted company (the "Offshore Feeder Fund");

·	Luxor Wavefront, LP, a Delaware limited partnership (the "Wavefront Fund");

·	Luxor Capital Partners Offshore Master Fund, LP, a Cayman Islands limited partnership (the "Offshore Master Fund");

·	LCG Holdings, LLC, a Delaware limited liability company ("LCG Holdings");

·	Luxor Capital Group, LP, a Delaware limited partnership ("Luxor Capital Group");

·	Luxor Management, LLC, a Delaware limited liability company ("Luxor Management");  and

·	Christian Leone, a United States citizen ("Mr. Leone").

The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund.  LCG Holdings is the general partner of the Onshore Fund, the Wavefront Fund and the Offshore Master Fund Luxor Capital Group acts as the investment manager of the Onshore Fund, the Wavefront Fund, the Offshore Feeder Fund and the Offshore Master Fund (collectively, the "Funds"). Luxor Management is the general partner of Luxor Capital Group.  Mr. Leone is the managing member of Luxor Management.  Mr. Leone is the managing member of LCG Holdings.

By virtue of these relationships, LCG Holdings may be deemed to have voting and dispositive power with respect to the shares of Common Stock (as defined below) owned directly by the Onshore Fund, the Wavefront Fund and the Offshore Master Fund. By virtue of these relationships, each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to have voting and dispositive power with respect to the shares of Common Stock beneficially owned by the Funds.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The principal business address of each of the Onshore Fund, the Wavefront Fund, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone is 1114 Avenue of the Americas, 29th Floor, New York, New York 10036.

The principal business address of each of the Offshore Master Fund and the Offshore Feeder Fund, is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Item 2(c).

Citizenship:

Mr. Leone is a citizen of the United States.

Each of Luxor Management and LCG Holdings is a limited liability company formed under the laws of the State of Delaware.

Each of the Onshore Fund, the Wavefront Fund and Luxor Capital Group is a limited partnership formed under the laws of the State of Delaware.

The Offshore Feeder Fund is a company formed under the laws of the Cayman Islands.

The Offshore Master Fund is a limited partnership formed under the laws of the Cayman Islands.

Item 2(d).

Title of Class of Securities:

Common Stock, $0.0001 par value per share  (the "Common Stock")

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:

Item 4.

Ownership.

(a)	Amount beneficially owned:

As of the close of business on December 31, 2016,

(i)	The Onshore Fund beneficially owned 1,812,326 shares of Common Stock;

(ii)	The Wavefront Fund beneficially owned 265,609 shares of Common Stock;

(iii)

The Offshore Master Fund beneficially owned 1,973,823 shares of Common Stock.  The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the shares of Common Stock owned beneficially by the Offshore Master Fund;

(iv)	LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund and the Offshore Master Fund may be deemed to have beneficially owned the 4,051,758 shares of Common Stock owned beneficially by the Onshore Fund, the Wavefront Fund and the Offshore Master Fund;

(v)	Luxor Capital Group, as the investment manager of the Funds, may be deemed to have beneficially owned the 4,051,758 shares of Common Stock beneficially owned by the Funds;

(vi)	Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the  4,051,758 shares of Common Stock beneficially owned by Luxor Capital Group; and

(vii)

Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 4,051,758 shares of Common Stock beneficially owned by Luxor Management.

(b)	Percent of Class:

The following percentages are based on approximately 85,592,803 shares of Common Stock outstanding as of November 4, 2016, based on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2016.  As of the close of business on December 31, 2016,

(i)	The Onshore Fund beneficially owned approximately 2.1% of the outstanding shares of Common Stock;

(ii)	The Wavefront Fund beneficially owned less than 1% of the outstanding shares of Common Stock;

(iii)

The Offshore Master Fund beneficially owned approximately 2.3% of the outstanding shares of Common Stock and the Offshore Feeder Fund may be deemed to have beneficially owned approximately 2.3% of the outstanding shares of Common Stock;

(iv)	Each of LCG Holdings, Luxor Capital Group, Luxor Management and  Mr. Leone may be deemed to have beneficially owned approximately 4.7% of the outstanding shares of Common Stock.

(c)	Number of shares as to which such person has:

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

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.

See Exhibit A of the Schedule 13G filed with the Securities and Exchange Commission on June 8, 2016.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:

February 14, 2017