Edgar Filing: IMPACT VENTURE PARTNERS LP

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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Impact Venture Advisors, LLC

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)

2705 WESTLAKE DRIVE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

AUSTIN,Â TXÂ 78746

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	78,460	D ⁽¹⁾	Â
Common Stock, $0.0001 par value	1,060,299	D ⁽²⁾	Â
Common Stock, $0.0001 par value	1,138,759	I	See footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	162,954 ⁽⁶⁾	$ 0	D ⁽¹⁾	Â
Series A Preferred Stock	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	2,202,140 ⁽⁶⁾	$ 0	D ⁽²⁾	Â
Series A Preferred Stock	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	2,365,094 ⁽⁶⁾	$ 0	I	See footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Impact Venture Advisors, LLC 2705 WESTLAKE DRIVE AUSTIN,Â TXÂ 78746	Â	Â X	Â	Â
IMPACT VENTURE PARTNERS LP 2705 WESTLAKE DRIVE AUSTIN,Â TXÂ 78746	Â	Â X	Â	Â
IMPACT ENTREPRENEURS FUND LP 2705 WESTLAKE DRIVE AUSTIN,Â TXÂ 78746	Â	Â X	Â	Â

Signatures

/s/ Adam R. Dell		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)	The shares are held directly by Impact Entrepreneurs Fund, L.P. ("IEF").
(2)	The shares are held directly by Impact Venture Partners, L.P. ("IVP").
(3)	Impact Venture Advisors, LLC ("IVA"), the Designated Filer, is the sole general partner of each of IEF and IVP and may be deemed to have sole voting and dispositive power over the common stock reported in column 2 of Table I and the underlying shares of common stock reported in column 3 of Table II held directly by IEF and IVP. Adam R. Dell, the manager of IVA may also be deemed to have sole voting and dispositive power over the common stock reported in column 2 of Table I and the underlying shares of common stock reported in column 3 of Table II held directly by IEF and IVP. IVA and Mr. Dell disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein.
(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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.