BENCHMARK FOUNDERS FUND IV LP 3
3 · OPENTABLE INC · Filed May 20, 2009
Insider Transaction Report
Form 3
OPENTABLE INCOPEN
Holdings
- 1,687,554(indirect: See Footnote)
Common Stock, $0.0001 par value
- 330,562
Common Stock, $0.0001 par value
- 1,735,679(indirect: See Footnote)
Common Stock, $0.0001 par value
Series A Preferred Stock
Exercise: $0.00→ Common Stock (624,820 underlying)- (indirect: See Footnote)
Series A Preferred Stock
Exercise: $0.00→ Common Stock (3,073,486 underlying) - 1,152,773
Common Stock, $0.0001 par value
- 106,764
Common Stock, $0.0001 par value
- 1,735,679(indirect: See Footnote)
Common Stock, $0.0001 par value
Series A Preferred Stock
Exercise: $0.00→ Common Stock (81,536 underlying)- (indirect: See Footnote)
Series A Preferred Stock
Exercise: $0.00→ Common Stock (2,964,260 underlying) - (indirect: See Footnote)
Series A Preferred Stock
Exercise: $0.00→ Common Stock (2,986,105 underlying) - 12,835
Common Stock, $0.0001 par value
- 1,675,523(indirect: See Footnote)
Common Stock, $0.0001 par value
- 1,735,679(indirect: See Footnote)
Common Stock, $0.0001 par value
Series A Preferred Stock
Exercise: $0.00→ Common Stock (2,180,111 underlying)- (indirect: See Footnote)
Series A Preferred Stock
Exercise: $0.00→ Common Stock (3,073,486 underlying) - 43,113
Common Stock, $0.0001 par value
Series A Preferred Stock
Exercise: $0.00→ Common Stock (24,272 underlying)- (indirect: See Footnote)
Series A Preferred Stock
Exercise: $0.00→ Common Stock (3,073,486 underlying)
Footnotes (13)
- [F1]Shares owned by Benchmark Capital Partners IV, L.P. ("BCP IV").
- [F10]Robert Kagle, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 1,675,523 shares of common stock reported in column 2 of Table I and the 2,964,260 shares of Series A Preferred Stock reported in column 3 of Table II which may be deemed beneficially held by BCMC IV. In addition, Mr. Kagle may be deemed to share voting and dispositive power over 12,031 shares of common stock and 21,845 shares of Series A Preferred Stock.
- [F11]The securities are immediately convertible.
- [F12]The expiration date is not relevant to the conversion of these securities.
- [F13]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.
- [F2]Shares owned by Benchmark Founders' Fund IV, L.P. ("BFF IV").
- [F3]Shares owned directly by Benchmark Founders' Fund IV-A, L.P. ("BFF IV-A").
- [F4]Shares owned directly by Benchmark Founders' Fund IV-B, L.P. ("BFF IV-B").
- [F5]Shares owned directly by Benchmark Founders' Fund IV-X, L.P. ("BFF IV-X").
- [F6]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 1,675,523 shares of common stock reported in column 2 of Table I and the 2,964,260 shares of Series A Preferred Stock reported in column 3 of Table II 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.
- [F7]Andrew S. Rachleff, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 1,675,523 shares of common stock reported in column 2 of Table I and the 2,964,260 shares of Series A Preferred Stock reported in column 3 of Table II which may be deemed beneficially held by BCMC IV. In addition, Mr. Rachleff may be deemed to share voting and dispositive power over 60,156 shares of common stock and 109,226 shares of Series A Preferred Stock held by his family trust.
- [F8]Kevin R. Harvey, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 1,675,523 shares of common stock reported in column 2 of Table I and the 2,964,260 shares of Series A Preferred Stock reported in column 3 of Table II which may be deemed beneficially held by BCMC IV. In addition, Mr. Harvey may be deemed to share voting and dispositive power over 60,156 shares of common stock and 109,226 shares of Series A Preferred Stock held by his family trust.
- [F9]Bruce Dunlevie, a managing member of BCMC IV, may be deemed to share voting and dispositive power over 1,675,523 shares of common stock reported in column 2 of Table I and the 2,964,260 shares of Series A Preferred Stock reported in column 3 of Table II which may be deemed beneficially held by BCMC IV. In addition, Mr. Dunlevie may be deemed to share voting and dispositive power over 60,156 shares of common stock and 109,226 shares of Series A Preferred Stock held by his family trust.