FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Meyer Daniel Harris
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
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O OPENTABLE, INC., 1 MONTGOMERY STREET, SUITE 700
3. Date of Earliest Transaction (MM/DD/YYYY)

7/24/2014
(Street)

SAN FRANCISCO, CA 94104
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock   7/24/2014     U (1)    11664   D $103.00   0   I   By Trust   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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   $7.75   7/24/2014     D         32000    3/12/2008   3/26/2018   Common Stock   32000   (3) $95.25   0   D    
Stock Option   $42.84   7/24/2014     D         10800    6/22/2011   6/21/2020   Common Stock   10800   (3) $60.16   0   D    
Stock Option   $80.70   7/24/2014     D         10800    6/7/2012   6/6/2021   Common Stock   10800   (3) $22.30   0   D    
Stock Option   $39.95   7/24/2014     D         10800    6/7/2013   6/6/2022   Common Stock   10800   (3) $63.05   0   D    
Stock Option   $64.26   7/24/2014     D         10800    6/5/2014   6/4/2023   Common Stock   10800   (3) $38.74   0   D    
Stock Option   $71.13   7/24/2014     D         10800    7/24/2014   (2) 6/10/2024   Common Stock   10800   (3) $31.87   0   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 of the options), payable without interest and less any required withholding taxes.
( 2)  On June 11, 2014, the issuer granted Mr. Meyer an option to purchase 10,800 shares of Common Stock in accordance with the terms of the OpenTable Independent Director Equity Comp Plan. The options automatically vested in full and became exercisable immediately prior to the Merger pursuant to the Plan.
( 3)  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.
( 4)  These shares were held by the Daniel H. Meyer Investment Trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Meyer Daniel Harris
C/O OPENTABLE, INC.
1 MONTGOMERY STREET, SUITE 700
SAN FRANCISCO, CA 94104
X



Signatures
/s/ John J. Orta as Attorney in Fact for Mr. Meyer 7/28/2014
** 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 control number.
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