Edgar Filing: BENCHMARK FOUNDERS FUND IV LP

Ownership Submission

FORM 4

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BENCHMARK CAPITAL MANAGEMENT CO IV LLC

2. Issuer Name and Ticker or Trading Symbol
OPENTABLE INC [OPEN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

2480 SAND HILL ROAD, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2009

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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, $0.0001 par value	05/27/2009		C		2,180,111	A	⁽¹⁾	3,332,884	D ⁽²⁾
Common Stock, $0.0001 par value	05/27/2009		C		624,820	A	⁽¹⁾	955,382	D ⁽³⁾
Common Stock, $0.0001 par value	05/27/2009		C		81,536	A	⁽¹⁾	124,649	D ⁽⁴⁾
Common Stock, $0.0001 par value	05/27/2009		C		24,272	A	⁽¹⁾	37,107	D ⁽⁵⁾
Common Stock, $0.0001 par value	05/27/2009		C		2,964,260	A	⁽¹⁾	4,639,783	I	See Footnote ⁽⁶⁾
Common Stock, $0.0001 par value	05/27/2009		C		3,073,486	A	⁽¹⁾	4,809,165	I	See Footnote ⁽⁷⁾
Common Stock, $0.0001 par value	05/27/2009		C		3,073,486	A	⁽¹⁾	4,809,165	I	See Footnote ⁽⁸⁾
Common Stock, $0.0001 par value	05/27/2009		C		3,073,486	A	⁽¹⁾	4,809,165	I	See Footnote ⁽⁹⁾
Common Stock, $0.0001 par value	05/27/2009		C		2,986,105	A	⁽¹⁾	4,673,659	I	See Footnote ⁽¹⁰⁾
Common Stock, $0.0001 par value								106,764	D ⁽¹¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽¹⁾

05/27/2009

2,180,111

⁽¹⁾

⁽¹²⁾

Common Stock

2,180,111

⁽¹⁾

Series A Preferred Stock

⁽¹⁾

05/27/2009

624,820

⁽¹⁾

⁽¹²⁾

Common Stock

624,820

⁽¹⁾

Series A Preferred Stock

⁽¹⁾

05/27/2009

81,536

⁽¹⁾

⁽¹²⁾

Common Stock

81,536

⁽¹⁾

Series A Preferred Stock

⁽¹⁾

05/27/2009

24,272

⁽¹⁾

⁽¹²⁾

Common Stock

24,272

⁽¹⁾

Series A Preferred Stock

⁽¹⁾

05/27/2009

2,964,260

⁽¹⁾

⁽¹²⁾

Common Stock

2,964,260

⁽¹⁾

See Footnote ⁽⁶⁾

Series A Preferred Stock

⁽¹⁾

05/27/2009

3,073,486

⁽¹⁾

⁽¹²⁾

Common Stock

3,073,486

⁽¹⁾

See Footnote ⁽⁷⁾

Series A Preferred Stock

⁽¹⁾

05/27/2009

3,073,486

⁽¹⁾

⁽¹²⁾

Common Stock

3,073,486

⁽¹⁾

See Footnote ⁽⁸⁾

Series A Preferred Stock

⁽¹⁾

05/27/2009

3,073,486

⁽¹⁾

⁽¹²⁾

Common Stock

3,073,486

⁽¹⁾

See Footnote ⁽⁹⁾

Series A Preferred Stock

⁽¹⁾

05/27/2009

2,986,105

⁽¹⁾

⁽¹²⁾

Common Stock

2,986,105

⁽¹⁾

See Footnote ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BENCHMARK CAPITAL MANAGEMENT CO IV LLC 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X
BENCHMARK CAPITAL PARTNERS IV LP 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X
BENCHMARK FOUNDERS FUND IV LP 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X
BENCHMARK FOUNDERS FUND IV A LP 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X
BENCHMARK FOUNDERS FUND IV-B LP 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X
BENCHMARK FOUNDERS FUND IV-X LP 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X
RACHLEFF ANDREW S 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X
HARVEY KEVIN 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X
DUNLEVIE BRUCE 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X
KAGLE ROBERT 2480 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025		X

Signatures

/s/ Steven M. Spurlock, as managing member of Benchmark Capital Management Co. IV, L.L.C.		05/27/2009
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, as general partner of Benchmark Capital Partners IV, L.P.		05/27/2009
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, as general partner of Benchmark Founders' Fund IV, L.P.		05/27/2009
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, as general partner of Benchmark Founders' Fund IV-A, L.P.		05/27/2009
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, as general partner of Benchmark Founders' Fund IV-B, L.P.		05/27/2009
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, as general partner of Benchmark Founders' Fund IV-X, L.P.		05/27/2009
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for Andrew S. Rachleff		05/27/2009
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for Kevin Harvey		05/27/2009
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie		05/27/2009
^**Signature of Reporting Person		Date
/s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle		05/27/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each one share of Series A Preferred Stock automatically converted into one share of Common Stock immediately prior to the completion of the Issuer's initial public offering.
(2)	Shares owned by Benchmark Capital Partners IV, L.P. ("BCP IV").
(3)	Shares owned by Benchmark Founders' Fund IV, L.P. ("BFF IV").
(4)	Shares owned directly by Benchmark Founders' Fund IV-A, L.P. ("BFF IV-A").
(5)	Shares owned directly by Benchmark Founders' Fund IV-B, L.P. ("BFF IV-B").
(6)	Benchmark Capital Management Co. IV, LLC ("BCMC IV"), the Designated Filer, is the general partner of each of BCP IV, BFF IV, BFF IV-A, BFF IV-B and BFF IV-X, and may be deemed to have the sole voting and dispositive power over the 4,639,783 shares of common stock held by such entities. BCMC IV and each of its managing members disclaim beneficial ownership of the shares held by such entities except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that BCMC IV and each of its managing members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
(7)	Andrew S. Rachleff, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 4,639,783 shares of common stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Rachleff may be deemed to share voting and dispositive power over 169,382 shares of common stock held by his family trust.
(8)	Kevin R. Harvey, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 4,639,783 shares of common stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Harvey may be deemed to share voting and dispositive power over 169,382 shares of common stock held by his family trust.
(9)	Bruce Dunlevie, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 4,639,783 shares of common stock which may be deemed beneficially held by BCMC IV. In addition, Mr. Dunlevie may be deemed to share voting and dispositive power over 169,382 shares of common stock held by his family trust.
(10)	Robert Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 4,639,783 shares of common which may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power over 33,876 shares of common stock.
(11)	Shares owned directly by Benchmark Founders' Fund IV-X, L.P. ("BFF IV-X").
(12)	The expiration date is not relevant to the conversion of these securities.
Remarks: Alexandre Balkanski, Bruce W. Dunlevie, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Andrew S. Rachleff and Steven M. Spurlock are the managing members of BCMC IV, which serves as the general partner to each of BCP IV, BFF IV, BFF IV-A, BFF IV-B and BFF IV-X. Each reporting person disclaims the existence of a ''group'' and disclaims beneficial ownership of any securities (except to the extent of such reporting person's pecuniary interest in such securities) other than any securities being reported herein as being directly owned by such reporting person. *This report is one of two reports, each on a separate Form 3, but relating to the same transaction being filed by BCMC IV, its managing members and the Benchmark IV Funds.

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