Edgar Filing: OPENTABLE INC

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 ^*

ROBERTS MATTHEW

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

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

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

(Last)

(First)

(Middle)

C/O OPENTABLE, INC., 1 MONTGOMERY STREET, SUITE 700

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2014

(Street)

SAN FRANCISCO, CA 94104

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

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Stock Option

$ 24.97

07/24/2014

66,000

07/17/2011

01/21/2020

Common Stock

66,000 ⁽²⁾

$ 78.03

Stock Option

$ 82.56

07/24/2014

3,748

07/01/2011

06/30/2021

Common Stock

3,748 ⁽²⁾

$ 20.44

Stock Option

$ 70.22

07/24/2014

4,459

08/01/2011

07/31/2021

Common Stock

4,459 ⁽²⁾

$ 32.78

Stock Option

$ 58.25

07/24/2014

5,436

09/01/2011

08/31/2021

Common Stock

5,436 ⁽²⁾

$ 44.75

Stock Option

$ 44.1

07/24/2014

7,180

10/03/2011

10/02/2021

Common Stock

7,180 ⁽²⁾

$ 58.9

Stock Option

$ 43.1

07/24/2014

7,341

11/01/2011

10/31/2021

Common Stock

7,341 ⁽²⁾

$ 59.9

Stock Option

$ 36.24

07/24/2014

8,644

12/01/2011

11/30/2021

Common Stock

8,644 ⁽²⁾

$ 66.76

Stock Option

$ 39.01

07/24/2014

162,075

01/01/2012

01/02/2022

Common Stock

162,075 ⁽²⁾

$ 63.99

Stock Option

$ 39.01

07/24/2014

137,672

07/01/2013

01/02/2022

Common Stock

137,672 ⁽²⁾

$ 63.99

116,492

Stock Option

$ 39.01

07/24/2014

116,492

07/01/2013

01/02/2022

Common Stock

116,492 ⁽¹⁾

$ 0

0 ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ROBERTS MATTHEW C/O OPENTABLE, INC. 1 MONTGOMERY STREET, SUITE 700 SAN FRANCISCO, CA 94104	X		President & CEO

Signatures

/s/ Matthew J. Roberts		07/28/2014
^**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)	On July 24, 2014, The Priceline Group, Inc., a Delaware corporation, acquired the issuer pursuant to that certain merger agreement between issuer, The Priceline Group and Rhombus, a Delaware corporation and wholly owned subsidiary of The Priceline Group, dated as of June 12, 2014(the "Merger Agreement"). At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $103.00 in cash (the "per-share merger consideration"). In addition, all outstanding vested options were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration (less the exercise price in the case of options), payable without interest and less any required withholding taxes.
(2)	These Stock Options, were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration, less the exercise price of the option.
(3)	In accordance with the terms of the Merger Agreement, this option was converted into an option to purchase 9,852 shares of The Priceline Group, Inc. common stock at a price of $461.24 per share.

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