X0303 4 2009-05-27 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 0001167038 BENCHMARK CAPITAL PARTNERS IV LP 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 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 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 Common Stock, $0.0001 par value 2009-05-27 4 C 0 2180111 A 3332884 D Common Stock, $0.0001 par value 2009-05-27 4 C 0 624820 A 955382 D Common Stock, $0.0001 par value 2009-05-27 4 C 0 81536 A 124649 D Common Stock, $0.0001 par value 2009-05-27 4 C 0 24272 A 37107 D Common Stock, $0.0001 par value 2009-05-27 4 C 0 2964260 A 4639783 I See Footnote Common Stock, $0.0001 par value 2009-05-27 4 C 0 3073486 A 4809165 I See Footnote Common Stock, $0.0001 par value 2009-05-27 4 C 0 3073486 A 4809165 I See Footnote Common Stock, $0.0001 par value 2009-05-27 4 C 0 3073486 A 4809165 I See Footnote Common Stock, $0.0001 par value 2009-05-27 4 C 0 2986105 A 4673659 I See Footnote Common Stock, $0.0001 par value 106764 D Series A Preferred Stock 2009-05-27 4 C 0 2180111 D Common Stock 2180111 0 D Series A Preferred Stock 2009-05-27 4 C 0 624820 D Common Stock 624820 0 D Series A Preferred Stock 2009-05-27 4 C 0 81536 D Common Stock 81536 0 D Series A Preferred Stock 2009-05-27 4 C 0 24272 D Common Stock 24272 0 D Series A Preferred Stock 2009-05-27 4 C 0 2964260 D Common Stock 2964260 0 I See Footnote Series A Preferred Stock 2009-05-27 4 C 0 3073486 D Common Stock 3073486 0 I See Footnote Series A Preferred Stock 2009-05-27 4 C 0 3073486 D Common Stock 3073486 0 I See Footnote Series A Preferred Stock 2009-05-27 4 C 0 3073486 D Common Stock 3073486 0 I See Footnote Series A Preferred Stock 2009-05-27 4 C 0 2986105 D Common Stock 2986105 0 I See Footnote 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. 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"). 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. 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. 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. 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. 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. Shares owned directly by Benchmark Founders' Fund IV-X, L.P. ("BFF IV-X"). The expiration date is not relevant to the conversion of these securities. 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. 2009-05-27 /s/ Steven M. Spurlock, as general partner of Benchmark Capital Partners IV, L.P. 2009-05-27 /s/ Steven M. Spurlock, as general partner of Benchmark Founders' Fund IV, L.P. 2009-05-27 /s/ Steven M. Spurlock, as general partner of Benchmark Founders' Fund IV-A, L.P. 2009-05-27 /s/ Steven M. Spurlock, as general partner of Benchmark Founders' Fund IV-B, L.P. 2009-05-27 /s/ Steven M. Spurlock, as general partner of Benchmark Founders' Fund IV-X, L.P. 2009-05-27 /s/ Steven M. Spurlock, by power of attorney for Andrew S. Rachleff 2009-05-27 /s/ Steven M. Spurlock, by power of attorney for Kevin Harvey 2009-05-27 /s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie 2009-05-27 /s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle 2009-05-27