Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  GURLEY J WILLIAM
2. Date of Event Requiring Statement (Month/Day/Year)
05/20/2009
3. Issuer Name and Ticker or Trading Symbol
OPENTABLE INC [OPEN]
(Last)
(First)
(Middle)
2480 SAND HILL ROAD, SUITE 200
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MENLO PARK, CA 94025
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.0001 par value 1,675,523
I
See footnote (1)
Common Stock, $0.0001 par value 12,031
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock   (2)   (3) Common Stock 2,964,260 (4) $ 0 I See footnote (1)
Series A Preferred Stock   (2)   (3) Common Stock 21,845 (4) $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GURLEY J WILLIAM
2480 SAND HILL ROAD
SUITE 200
MENLO PARK, CA 94025
  X   X    

Signatures

/s/ Steven M. Spurlock, by power of attorney for J. William Gurley 05/20/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) J. William Gurley, a managing member of Benchmark Capital Management Co. IV, LLC ("BCMC IV"), may be deemed to share voting and dispositive power over the 1,675,523 shares of common stock reported in column 2 of Table I and the 2,964,260 shares of Series A Preferred Stock reported in column 3 of Table II that may be deemed beneficially held by BCMC IV. In addition, Mr. Gurley directly holds 12,031 shares of common stock and 21,845 shares of Series A Preferred Stock. Mr. Gurley disclaims beneficial ownership of these shares except for the 12,031 shares of common stock and 21,845 shares of Series A Preferred Stock he owns of record and to the extent of his pecuniary interest in the remaining shares, and the filing of this report is not an admission that Mr. Gurley is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
(2) The securities are immediately convertible.
(3) The expiration date is not relevant to the conversion of these securities.
(4) Each share of preferred stock will automatically convert on a 1-for-1 basis into common stock upon the closing of the Issuer's initial public offering.

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