Edgar Filing: JORDAN JEFFREY D

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

JORDAN JEFFREY D

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

(Last)

(First)

(Middle)

C/O OPENTABLE, INC., 799 MARKET STREET, 4TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2010

(Street)

SAN FRANCISCO, CA 94103

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/16/2010		M		15,000	A	$ 24.97	15,000	D
Common Stock	11/16/2010		S⁽¹⁾		13,500	D	$ 63.5167 ⁽⁹⁾	1,500	D
Common Stock	11/16/2010		S		1,500 ⁽¹⁾	D	$ 64.1253 ⁽¹⁹⁾	0	D
Common Stock	11/16/2010		S⁽¹⁾		13,580	D	$ 63.5215 ⁽¹⁰⁾	418,484 ⁽¹⁷⁾	I	By Family Trust ⁽⁸⁾
Common Stock	11/16/2010		S⁽¹⁾		1,420	A	$ 64.1744 ⁽²⁰⁾	417,064	I	By Family Trust ⁽⁸⁾
Common Stock	11/16/2010		S⁽¹⁾		12,223	D	$ 63.5114 ⁽²⁾	29,227	I	By GRAT A ⁽¹¹⁾
Common Stock	11/16/2010		S⁽¹⁾		1,427	D	$ 64.1026 ⁽²¹⁾	27,800	I	By GRAT A ⁽¹¹⁾
Common Stock	11/16/2010		S⁽¹⁾		1,900	D	$ 63.9423 ⁽³⁾	36,074	I	By GRAT B ⁽¹²⁾
Common Stock	11/16/2010		S⁽¹⁾		100	D	$ 64.68	35,974	I	By GRAT B ⁽¹²⁾
Common Stock	11/16/2010		S⁽¹⁾		1,400	D	$ 63.9639 ⁽⁴⁾	37,108	I	By GRAT C ⁽¹⁶⁾
Common Stock	11/16/2010		S⁽¹⁾		100	D	$ 64.68	37,008	I	By GRAT C ⁽¹⁶⁾
Common Stock	11/16/2010		S⁽¹⁾		11,650	D	$ 62.9831 ⁽⁵⁾	29,800	I	By Wife's GRAT A ⁽¹³⁾
Common Stock	11/16/2010		S⁽¹⁾		1,400	D	$ 64.0757 ⁽²²⁾	28,400	I	By Wife's GRAT A ⁽¹³⁾
Common Stock	11/16/2010		S⁽¹⁾		1,900	D	$ 63.8834 ⁽⁶⁾	36,074	I	By Wife's GRAT B ⁽¹⁴⁾
Common Stock	11/16/2010		S⁽¹⁾		100	D	$ 64.68	35,974	I	By Wife's GRAT B ⁽¹⁴⁾
Common Stock	11/16/2010		S⁽¹⁾		1,400	D	$ 64.0043 ⁽⁷⁾	37,108	I	By Wife's GRAT C ⁽¹⁵⁾
Common Stock	11/16/2010		S⁽¹⁾		100	D	$ 64.68	37,008	I	By Wife's GRAT C ⁽¹⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 23.375

11/16/2010

15,000

06/01/2011⁽¹⁸⁾

01/21/2020

Common Stock

15,000

$ 0

316,011

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JORDAN JEFFREY D C/O OPENTABLE, INC. 799 MARKET STREET, 4TH FLOOR SAN FRANCISCO, CA 94103	X		President & CEO

Signatures

/s/ Jeffrey D. Jordan		11/18/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	The transaction was executed in multiple trades in prices ranging from $62.76 to $63.72, 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.
(3)	The transaction was executed in multiple trades in prices ranging from $63.55 to $64.37, 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.
(4)	The transaction was executed in multiple trades in prices ranging from $63.55 to $64.32, 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.
(5)	The transaction was executed in multiple trades in prices ranging from $62.76 to $63.75, 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.
(6)	The transaction was executed in multiple trades in prices ranging from $63.55 to $64.29, 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.
(7)	The transaction was executed in multiple trades in prices ranging from $63.64 to $64.37, 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.
(8)	These shares are held by Jeffrey D. Jordan and Karen A. Jordan, TTEES of the Jordan Family Revocable Trust U/A 08/25/95.
(9)	The transaction was executed in multiple trades in prices ranging from $62.75 to $63.73, 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.
(10)	The transaction was executed in multiple trades in prices ranging from $62.74 to $63.74, 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.
(11)	These shares are held by Jeffrey D. Jordan, Trustee of the Jeffrey D. Jordan Annuity Trust dated February 5, 2008.
(12)	These shares are held by Jeffrey D. Jordan, Trustee of the Jeffrey D. Jordan Annuity Trust II dated October 2, 2008.
(13)	These shares are held by Karen A. Jordan, Trustee of the Karen A. Jordan Annuity Trust dated February 5, 2008. The Reporting Person's spouse is trustee of the trust.
(14)	These shares are held by Karen A. Jordan, Trustee of the Karen A. Jordan Annuity Trust II dated October 2, 2008. The Reporting Person's spouse is trustee of the trust.
(15)	These shares are held by Karen A. Jordan, Trustee of the Karen A. Jordan Annuity Trust - 2009 dated March 30, 2009. The Reporting Person's spouse is trustee of the trust.
(16)	These shares are held by Jeffrey D. Jordan, Trustee of the Jeffrey D. Jordan Annuity Trust - 2009 dated March 30, 2009.
(17)	A portion of these shares is subject to a right of repurchase held by the Issuer.
(18)	The shares vest pursuant to the following schedule: 1/48th of the shares subject to the option vest monthly from June 1, 2007 through May 31, 2011, subject to the Reporting Person's continued employment or service relationship with the Issuer on each of the vesting dates.
(19)	The transaction was executed in multiple trades in prices ranging from $63.81 to $64.71, 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.
(20)	The transaction was executed in multiple trades in prices ranging from $63.81 to $64.71, 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.
(21)	The transaction was executed in multiple trades in prices ranging from $63.79 to $64.68, 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.
(22)	The transaction was executed in multiple trades in prices ranging from $63.79 to $64.68, 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.

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