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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kudelski Andre
2. Issuer Name and Ticker or Trading Symbol

OPENTV CORP [ OPTV ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

22-24, ROUTE DE GENEVE, CASE POSTALE 134
3. Date of Earliest Transaction (MM/DD/YYYY)

11/25/2009
(Street)

CHESEAUX, SWITZERLAND, V8 1033
(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
OpenTV Class A ordinary shares   11/25/2009     P    1242362   A $1.55   84211100   I   See Footnotes   (1) (3)
OpenTV Class A ordinary shares                  7902197   I   See Footnotes   (2) (3)
OpenTV Class A ordinary shares                  100000   D    

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

Explanation of Responses:
( 1)  6,533,951 of the shares indicated are owned directly by Kudelski Interactive Cayman, Ltd., which is an indirect wholly-owned subsidiary of Kudelski SA. 77,677,149 of the shares indicated were accepted for payment through November 25, 2009 by Kudelski Interactive Cayman, Ltd. as part of Kudelski Interactive Cayman, Ltd.'s tender offer to acquire all outstanding Class A ordinary shares of OpenTV Corp. not owned by Kudelski SA or its wholly-owned subsidiaries, including during the subsequent offering period following expiration of the initial offer period. Kudelski Financial Services Holding SCA, a wholly-owned subsidiary of Kudelski SA, is the majority holder of Kudelski Interactive Cayman, Ltd. Kudelski Financial Services Holding SCA and Kudelski SA are indirect beneficial owners of the OpenTV Corp. Class A ordinary shares described in the first sentence of this footnote.
( 2)  Shares indicated are owned directly by Kudelski SA.
( 3)  Andre Kudelski controls the majority voting interest of Kudelski SA. Mr. Kudelski is an indirect beneficial owner of the OpenTV Corp. Class A ordinary shares directly and indirectly beneficially owned by Kudelski SA and disclaims beneficial ownership except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kudelski Andre
22-24, ROUTE DE GENEVE, CASE POSTALE 134
CHESEAUX, SWITZERLAND, V8 1033
X X


Signatures
/s/ Santino Rumasuglia, as attorney-in-fact for Andre Kudelski 11/30/2009
** 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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