X0303 4 2009-12-15 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 2009-12-15 4 J 0 966450 0 D 2366434 D Common Stock, $0.0001 par value 2009-12-15 4 J 0 276985 0 D 678397 D Common Stock, $0.0001 par value 2009-12-15 4 J 0 36145 0 D 88504 D Common Stock, $0.0001 par value 2009-12-15 4 J 0 10760 0 D 26347 D Common Stock, $0.0001 par value 2009-12-15 4 J 0 1290340 0 D 3325536 I See Footnote Common Stock, $0.0001 par value 2009-12-15 4 J 0 1290340 0 D 3543487 I See Footnote Common Stock, $0.0001 par value 2009-12-15 4 J 0 1290340 0 D 3543487 I See Footnote Common Stock, $0.0001 par value 2009-12-15 4 J 0 1290340 0 D 3543487 I See Footnote Common Stock, $0.0001 par value 2009-12-15 4 J 0 1290340 0 D 3395839 I See Footnote Common Stock, $0.0001 par value 106764 D The Reporting Person made a pro rata distribution for no consideration of an aggregate of 1,500,000 shares of common stock of the issuer to its partners on December 15, 2009. 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 3,325,536 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 3,325,536 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 217,951 shares of common stock held by his family trust, which includes 48,569 shares of common stock which represents pro rata allocation of distribution described above. Kevin R. Harvey, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 3,325,536 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 217,951 shares of common stock held by his family trust, which includes 48,569 shares of common stock which represents pro rata allocation of distribution described above. Bruce Dunlevie, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 3,325,536 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 217,951 shares of common stock held by his family trust, which includes 48,569 shares of common stock which represents pro rata allocation of distribution described above. Robert Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 3,325,536 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 70,303 shares of common stock, which includes 36,427 shares of common stock which represents pro rata allocation of distribution described above. Shares owned directly by Benchmark Founders' Fund IV-X, L.P. ("BFF IV-X"). 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 4, but relating to the same transaction being filed by BCMC IV, its managing members and the Benchmark IV Funds. /s/ Steven M. Spurlock, by power of attorney 2009-12-17