Please wait

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
X	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* ROBERTS MATTHEW (Last) (First) (Middle) C/O OPENTABLE, INC. 1 MONTGOMERY STREET, SUITE 700 (Street) SAN FRANCISCO CA 94104 (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) X Director 10% Owner X Officer (give title below) Other (specify below) President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 07/24/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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

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
Stock Option	$24.97	07/24/2014		D			66,000	07/17/2011	01/21/2020	Common Stock	66,000(2)	$78.03	0	D
Stock Option	$82.56	07/24/2014		D			3,748	07/01/2011	06/30/2021	Common Stock	3,748(2)	$20.44	0	D
Stock Option	$70.22	07/24/2014		D			4,459	08/01/2011	07/31/2021	Common Stock	4,459(2)	$32.78	0	D
Stock Option	$58.25	07/24/2014		D			5,436	09/01/2011	08/31/2021	Common Stock	5,436(2)	$44.75	0	D
Stock Option	$44.1	07/24/2014		D			7,180	10/03/2011	10/02/2021	Common Stock	7,180(2)	$58.9	0	D
Stock Option	$43.1	07/24/2014		D			7,341	11/01/2011	10/31/2021	Common Stock	7,341(2)	$59.9	0	D
Stock Option	$36.24	07/24/2014		D			8,644	12/01/2011	11/30/2021	Common Stock	8,644(2)	$66.76	0	D
Stock Option	$39.01	07/24/2014		D			162,075	01/01/2012	01/02/2022	Common Stock	162,075(2)	$63.99	0	D
Stock Option	$39.01	07/24/2014		D			137,672	07/01/2013	01/02/2022	Common Stock	137,672(2)	$63.99	116,492	D
Stock Option	$39.01	07/24/2014		D			116,492	07/01/2013	01/02/2022	Common Stock	116,492(1)	$0	0(3)	D

Explanation of Responses:

1. On July 24, 2014, The Priceline Group, Inc., a Delaware corporation, acquired the issuer pursuant to that certain merger agreement between issuer, The Priceline Group and Rhombus, a Delaware corporation and wholly owned subsidiary of The Priceline Group, dated as of June 12, 2014(the "Merger Agreement"). At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $103.00 in cash (the "per-share merger consideration"). In addition, all outstanding vested options were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration (less the exercise price in the case of options), payable without interest and less any required withholding taxes.

2. These Stock Options, were canceled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration, less the exercise price of the option.

3. In accordance with the terms of the Merger Agreement, this option was converted into an option to purchase 9,852 shares of The Priceline Group, Inc. common stock at a price of $461.24 per share.

	/s/ Matthew J. Roberts	07/28/2014
	** 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 4 (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 Number.