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SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* BENCHMARK CAPITAL MANAGEMENT CO IV LLC (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol OPENTABLE INC [ OPEN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/08/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.0001 par value	11/08/2010		J(1)		1,213,661	D	$0	1,152,773	D(2)
Common Stock, $0.0001 par value	11/08/2010		J(1)		347,835	D	$0	330,562	D(3)
Common Stock, $0.0001 par value	11/08/2010		J(1)		45,391	D	$0	43,113	D(4)
Common Stock, $0.0001 par value	11/08/2010		J(1)		13,512	D	$0	12,835	D(5)
Common Stock, $0.0001 par value	11/08/2010		J(1)		1,883,688	D	$0	1,735,680	I	See Footnote.(6)
Common Stock, $0.0001 par value	11/08/2010		J(1)		1,883,688	D	$0	1,919,205	I	See Footnote.(7)
Common Stock, $0.0001 par value	11/08/2010		J(1)		1,883,688	D	$0	1,919,205	I	See Footnote.(8)
Common Stock, $0.0001 par value	11/08/2010		J(1)		1,883,688	D	$0	1,852,893	I	See Footnote.(9)
Common Stock, $0.0001 par value								106,764	D(10)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* BENCHMARK CAPITAL MANAGEMENT CO IV LLC (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BENCHMARK CAPITAL PARTNERS IV LP (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BENCHMARK FOUNDERS FUND IV LP (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BENCHMARK FOUNDERS FUND IV A LP (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BENCHMARK FOUNDERS FUND IV-B LP (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BENCHMARK FOUNDERS FUND IV-X LP (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DUNLEVIE BRUCE (Last) (First) (Middle) 2480 SAND HILL ROAD SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KAGLE ROBERT (Last) (First) (Middle) 2480 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Benchmark Capital Partners IV, L.P., Benchmark Founders Fund IV, L.P., Benchmark Founders Fund IV-A, L.P. Benchmark Founders Fund IV-B, L.P., Benchmark Founders Fund IV-X, L.P. and their affiliates (the "Benchmark IV Funds") made pro rata distributions for no consideration of an aggregate of 1,883,688 shares of common stock of the issuer to their respective partners on November 8, 2010.

2. Shares owned by Benchmark Capital Partners IV, L.P. ("BCP IV").

3. Shares owned by Benchmark Founders' Fund IV, L.P. ("BFF IV").

4. Shares owned directly by Benchmark Founders' Fund IV-A, L.P. ("BFF IV-A").

5. Shares owned directly by Benchmark Founders' Fund IV-B, L.P. ("BFF IV-B").

6. 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 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.

7. Kevin R. Harvey, a managing member of Benchmark Capital Management Co. IV, L.L.C., which serves as the general partner to each of the Benchmark IV Funds ("BCMC IV), may be deemed to share voting and dispositive power over the shares of Common Stock that may be deemed beneficially held by BCMC IV. In addition, Mr. Harvey may be deemed to share voting and dispositive power over 183,525 shares of common stock held by his family trust, which includes 62,563 shares of common stock which represents pro rata allocation of distribution described above.

8. Bruce Dunlevie, a managing member of Benchmark Capital Management Co. IV, L.L.C., which serves as the general partner to each of the Benchmark IV Funds ("BCMC IV), may be deemed to share voting and dispositive power over the shares of Common Stock that may be deemed beneficially held by BCMC IV. In addition, Mr. Dunlevie may be deemed to share voting and dispositive power over 183,525 shares of common stock held by his family trust, which includes 62,563 shares of common stock which represents pro rata allocation of distribution described above.

9. Robert Kagle, a managing member of Benchmark Capital Management Co. IV, L.L.C., which serves as the general partner to each of the Benchmark IV Funds ("BCMC IV), may be deemed to share voting and dispositive power over the shares of Common Stock that may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power over 117,213 shares of common stock, which includes 46,862 shares of common stock which represents pro rata allocation of distribution described above.

10. Shares owned directly by Benchmark Founders' Fund IV-X, L.P. ("BFF IV-X").

Remarks:

Alexandre Balkanski, Bruce W. Dunlevie, J. William Gurley, Kevin R. Harvey, Robert C. Kagle and Steven M. Spurlock are the managing members of BCMC IV, which serves as the general partner to each of the Benchmark IV Funds. Each reporting person 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 three 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	11/09/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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