Sec Form 4 Filing - Brown Joel T. @ OPENTABLE INC - 2012-09-14

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Brown Joel T.
2. Issuer Name and Ticker or Trading Symbol
OPENTABLE INC [ OPEN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior VP, Operations
(Last) (First) (Middle)
C/O OPENTABLE, INC., 799 MARKET STREET, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/14/2012
(Street)
SAN FRANCISCO, CA94103
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 09/14/2012 M 1,500 A $ 24.97 1,500 D
Common Stock 09/14/2012 M 1,000 A $ 4.875 2,500 D
Common Stock 09/14/2012 S( 1 ) 2,500 D $ 50.0116 ( 4 ) 0 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 24.97 09/14/2012 M 1,500 03/20/2011( 2 ) 01/21/2020 Common Stock 1,500 $ 0 38,750 D
Stock Option $ 4.875 09/14/2012 M 1,000 03/20/2007( 3 ) 02/04/2017 Common Stock 1,000 $ 0 4,437 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brown Joel T.
C/O OPENTABLE, INC.
799 MARKET STREET, 4TH FLOOR
SAN FRANCISCO, CA94103
Senior VP, Operations
Signatures
/s/ Joel T. Brown 09/18/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in the Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 29, 2012.
( 2 )The shares subject to the option will vest and become exercisable in 24 successive and equal monthly installments measured from February 20, 2011, such that 100% of the shares subject to the option will vest in full and be exercisable on the second anniversary of February 20, 2011, subject to the Reporting Person's continued employment or service relationship with the Issuer on each of the vesting dates.
( 3 )This stock option was fully vested as of February 19, 2011.
( 4 )The transaction was executed in multiple trades in prices ranging from $50.00 to $50.03 inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.

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

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