X0203 3 2009-05-20 0 0001125914 OPENTABLE INC OPEN 0001167040 BENCHMARK CAPITAL MANAGEMENT CO IV LLC 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001190190 RACHLEFF ANDREW S 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001190213 HARVEY KEVIN 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001190211 DUNLEVIE BRUCE 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001183234 KAGLE ROBERT 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001105215 BENCHMARK FOUNDERS FUND IV LP 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001167038 BENCHMARK CAPITAL PARTNERS IV LP 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001105486 BENCHMARK FOUNDERS FUND IV A LP 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001274290 BENCHMARK FOUNDERS FUND IV-B LP 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 0001274284 BENCHMARK FOUNDERS FUND IV-X LP 2480 SAND HILL ROAD SUITE 200 MENLO PARK CA 94025 0 0 1 0 Common Stock, $0.0001 par value 1152773 D Common Stock, $0.0001 par value 330562 D Common Stock, $0.0001 par value 43113 D Common Stock, $0.0001 par value 12835 D Common Stock, $0.0001 par value 106764 D Common Stock, $0.0001 par value 1675523 I See Footnote Common Stock, $0.0001 par value 1735679 I See Footnote Common Stock, $0.0001 par value 1735679 I See Footnote Common Stock, $0.0001 par value 1735679 I See Footnote Common Stock, $0.0001 par value 1687554 I See Footnote Series A Preferred Stock 0.00 Common Stock 2180111 D Series A Preferred Stock 0.00 Common Stock 624820 D Series A Preferred Stock 0.00 Common Stock 81536 D Series A Preferred Stock 0.00 Common Stock 24272 D Series A Preferred Stock 0.00 Common Stock 2964260 I See Footnote Series A Preferred Stock 0.00 Common Stock 3073486 I See Footnote Series A Preferred Stock 0.00 Common Stock 3073486 I See Footnote Series A Preferred Stock 0.00 Common Stock 3073486 I See Footnote Series A Preferred Stock 0.00 Common Stock 2986105 I See Footnote Shares owned by Benchmark Capital Partners IV, L.P. ("BCP IV"). Shares owned by Benchmark Founders' Fund IV, L.P. ("BFF IV"). Shares owned directly by Benchmark Founders' Fund IV-A, L.P. ("BFF IV-A"). Shares owned directly by Benchmark Founders' Fund IV-B, L.P. ("BFF IV-B"). Shares owned directly by Benchmark Founders' Fund IV-X, L.P. ("BFF IV-X"). 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 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 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. Andrew S. Rachleff, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 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 which may be deemed beneficially held by BCMC IV. In addition, Mr. Rachleff may be deemed to share voting and dispositive power over 60,156 shares of common stock and 109,226 shares of Series A Preferred Stock held by his family trust. Kevin R. Harvey, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 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 which may be deemed beneficially held by BCMC IV. In addition, Mr. Harvey may be deemed to share voting and dispositive power over 60,156 shares of common stock and 109,226 shares of Series A Preferred Stock held by his family trust. Bruce Dunlevie, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 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 which may be deemed beneficially held by BCMC IV. In addition, Mr. Dunlevie may be deemed to share voting and dispositive power over 60,156 shares of common stock and 109,226 shares of Series A Preferred Stock held by his family trust. Robert Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 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 which may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power over 12,031 shares of common stock and 21,845 shares of Series A Preferred Stock. The securities are immediately convertible. The expiration date is not relevant to the conversion of these securities. 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. 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. /s/ Steven M. Spurlock, as managing member of Benchmark Capital Management Co. IV, L.L.C. 2009-05-20 /s/ Steven M. Spurlock, as general partner of Benchmark Capital Partners IV, L.P. 2009-05-20 /s/ Steven M. Spurlock, as general partner of Benchmark Capital Founders' Fund IV, L.P. 2009-05-20 /s/ Steven M. Spurlock, as general partner of Benchmark Capital Founders' Fund IV-A, L.P. 2009-05-20 /s/ Steven M. Spurlock, as general partner of Benchmark Capital Founders' Fund IV-B, L.P. 2009-05-20 /s/ Steven M. Spurlock, as general partner of Benchmark Capital Founders' Fund IV-X, L.P. 2009-05-20 /s/ Steven M. Spurlock, by power of attorney for Andrew S. Rachleff 2009-05-20 /s/ Steven M. Spurlock, by power of attorney for Kevin Harvey 2009-05-20 /s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie 2009-05-20 /s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle 2009-05-20