Initial Statement of Beneficial Ownership


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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Impact Venture Advisors, LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/20/2009 

3. Issuer Name and Ticker or Trading Symbol

OPENTABLE INC [OPEN]

(Last)        (First)        (Middle)

2705 WESTLAKE DRIVE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

AUSTIN, TX 78746       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


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   78460   D   (1)  
Common Stock, $0.0001 par value   1060299   D   (2)  
Common Stock, $0.0001 par value   1138759   I   See footnote   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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     (4)   (5) Common Stock   162954   (6) $0.00   D   (1)  
Series A Preferred Stock     (4)   (5) Common Stock   2202140   (6) $0.00   D   (2)  
Series A Preferred Stock     (4)   (5) Common Stock   2365094   (6) $0.00   I   See footnote   (3)

Explanation of Responses:
( 1)  The shares are held directly by Impact Entrepreneurs Fund, L.P. ("IEF").
( 2)  The shares are held directly by Impact Venture Partners, L.P. ("IVP").
( 3)  Impact Venture Advisors, LLC ("IVA"), the Designated Filer, is the sole general partner of each of IEF and IVP and may be deemed to have sole voting and dispositive power over the common stock reported in column 2 of Table I and the underlying shares of common stock reported in column 3 of Table II held directly by IEF and IVP. Adam R. Dell, the manager of IVA may also be deemed to have sole voting and dispositive power over the common stock reported in column 2 of Table I and the underlying shares of common stock reported in column 3 of Table II held directly by IEF and IVP. IVA and Mr. Dell disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein.
( 4)  The securities are immediately convertible.
( 5)  The expiration date is not relevant to the conversion of these securities.
( 6)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Impact Venture Advisors, LLC
2705 WESTLAKE DRIVE
AUSTIN, TX 78746

X

IMPACT VENTURE PARTNERS LP
2705 WESTLAKE DRIVE
AUSTIN, TX 78746

X

IMPACT ENTREPRENEURS FUND LP
2705 WESTLAKE DRIVE
AUSTIN, TX 78746

X


Signatures
/s/ Adam R. Dell 5/20/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Exhibit 99.1

 

Pursuant to General Instruction number 5(b)(v) to Form 3, the following additional reporting persons are covered by this joint filing:

 

Name:

 

Impact Ventures Partners, L.P.

 

 

Impact Entrepreneurs Fund, L.P.

 

 

 

Address:

 

2705 Westlake Drive

 

 

Austin, TX 78746

 

Designated Filer:                             Impact Venture Advisors, LLC

 

Issuer and Ticker Symbol:                                  OpenTable, Inc. (OPEN)

 

Date of Event Requiring Statement:                                  May 20, 2009

 

Signature:

IMPACT VENTURE PARTNERS, L.P.

 

 

 

By:

Impact Venture Advisors, LLC

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Adam R. Dell

 

 

Adam R. Dell, Manager

 

 

 

 

 

 

 

IMPACT ENTREPRENEURS FUND, L.P.

 

 

 

 

By:

Impact Venture Advisors, LLC

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ Adam R. Dell

 

 

Adam R. Dell, Manager