X0303 4 2011-05-03 0 0001125914 OPENTABLE INC OPEN 0001463451 McCullough Charles Norman C/O OPENTABLE, INC. 799 MARKET STREET, 4TH FLOOR SAN FRANCISCO CA 94103 0 1 0 0 Sr. V.P., Engineering Common Stock 2011-05-03 4 M 0 2500 4.8750 A 2500 D Common Stock 2011-05-03 4 S 0 600 105.1607 D 1900 D Common Stock 2011-05-03 4 S 0 300 106.0767 D 1600 D Common Stock 2011-05-03 4 S 0 800 108.8738 D 800 D Common Stock 2011-05-03 4 S 0 300 110.0733 D 500 D Common Stock 2011-05-03 4 S 0 300 111.8567 D 200 D Common Stock 2011-05-03 4 S 0 200 113.4650 D 0 D Common Stock 2011-05-03 4 S 0 469 105.1860 D 18317 I By Family Trust Common Stock 2011-05-03 4 S 0 131 105.8347 D 18186 I By Family Trust Common Stock 2011-05-03 4 S 0 100 106.87 D 18086 I By Family Trust Common Stock 2011-05-03 4 S 0 600 108.74 D 17486 I By Family Trust Common Stock 2011-05-03 4 S 0 300 109.9101 D 17186 I By Family Trust Common Stock 2011-05-03 4 S 0 200 111.9750 D 16986 I By Family Trust Common Stock 2011-05-03 4 S 0 200 113.36 D 16786 I By Family Trust Stock Option 4.8750 2011-05-03 4 M 0 2500 0 D 2007-12-01 2017-02-04 Common Stock 2500 37499 D The transaction was executed in multiple trades in prices ranging from $104.65 to $105.45 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. The transaction was executed in multiple trades in prices ranging from $105.74 to $106.58 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. The transaction was executed in multiple trades in prices ranging from $108.48 to $109.35 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. The transaction was executed in multiple trades in prices ranging from $109.94 to $110.25 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. The transaction was executed in multiple trades in prices ranging from $111.51 to $112.19 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. The transaction was executed in multiple trades in prices ranging from $113.30 to $113.63 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. The transaction was executed in multiple trades in prices ranging from $104.72 to $105.67 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. The transaction was executed in multiple trades in prices ranging from $105.74 to $106.14 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. The transaction was executed in multiple trades in prices ranging from $108.22 to $109.14 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. The transaction was executed in multiple trades in prices ranging from $109.60 to $110.10 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. The transaction was executed in multiple trades in prices ranging from $111.96 to $111.99 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. The sales reported in the Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2010. These shares are held by the Charles McCullough and Carol McCullough Joint Living Trust. The original option was for 108,000 shares, 22,000 of which were immediately exercisable. The shares vest pursuant to the following schedule: 2,000 of the shares subject to the option vest monthly from November 1, 2007 through January 31, 2010 and 3,000 of the shares subject to the option vest monthly from February 1, 2010 through January 31, 2011 and 2,000 of the shares subject to the option vest monthly from February 1, 2011 through October 31, 2011, subject to the Reporting Person's continued employment or service relationship with the Issuer on each of the vesting dates. /s/ Charles N. McCullough 2011-05-05