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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  LAYTON THOMAS
 2. Date of Event Requiring Statement (Month/Day/Year)
05/20/2009		 3. Issuer Name and Ticker or Trading Symbol
OPENTABLE INC [OPEN]
(Last)
(First)
(Middle)
C/O OPENTABLE, INC., 799 MARKET STREET, FOURTH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 94103-2048		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 1,872,625
I
By Trust (1)
Common Stock, $0.0001 par value 24,994
I
By Trust (2)
Common Stock, $0.0001 par value 480,000
I
By Trust (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 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 1,400 (6) $ 0 I By Trust (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LAYTON THOMAS
C/O OPENTABLE, INC.
799 MARKET STREET, FOURTH FLOOR
SAN FRANCISCO, CA 94103-2048		   X   X    

Signatures

/s/ Thomas H. Layton 05/20/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These shares are held by the Layton Community Property Trust, dated November 29, 1999, as amended.
(2) These shares are held by the Thomas H. Layton Separate Property Revocable Trust of November 29, 1999, as amended.
(3) These shares are held in a trust for the benefit of the Reporting Person's children. The Reporting Person's brother is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(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.

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