Exhibit
4.1


 


	
   

  	
  

  	
   

  
	
   

  	
   

  
	
  Number

  	
  Shares

  
	
  OPEN

  	
   

  
	
   

  	
   

  
	
  COMMON STOCK

  	
  COMMON STOCK

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  INCORPORATED UNDER THE LAWS

  	
   

  
	
  OF THE STATE OF DELAWARE

  	
   

  
	
   

  	
   

  
	
  THIS CERTIFICATE IS TRANSFERABLE

  	
  SEE REVERSE FOR STATEMENTS

  
	
  IN JERSEY CITY, NJ, NEW YORK, NY

  	
  RELATING TO RIGHTS, PREFERENCES,

  
	
  AND PITTSBURGH, PA

  	
  PRIVILEGES AND RESTRICTIONS, IF ANY

  
				



 


CUSIP
68372A 10 4


 


THIS CERTIFIES THAT


 


 


IS THE RECORD HOLDER OF


 


FULLY
PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $0.0001 PAR VALUE PER SHARE,
OF


 


OpenTable, Inc.


 


transferable on the books of
the Corporation by the holder hereof in person or by a duly authorized attorney
upon surrender of this
Certificate properly endorsed. This Certificate is not valid unless
countersigned and registered by the Transfer Agent and Registrar.


 


WITNESS the facsimile
signatures of its duly authorized officers.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
  

  
	
  CORPORATE SECRETARY AND CHIEF FINANCIAL OFFICER

  	
   

  	
  PRESIDENT AND CHIEF EXECUTIVE OFFICER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 




	
  AMERICAN BANK NOTE COMPANY

  	
   

  	
  PRODUCTION COORDINATOR: TODD
  DeROSSETT 931-490-1720

  
	
  711 ARMSTRONG LANE

  	
   

  	
  PROOF OF: APRIL 29, 2009

  
	
  COLUMBIA, TENNESSEE 38401

  	
   

  	
  OPENTABLE, INC.

  
	
  (931) 388-3003

  	
   

  	
  TSB 32314 FC

  
	
  SALES: J. HEMMING 925-398-8788

  	
   

  	
  OPERATOR: AP/JB/AP

  
	
   

  	
   

  	
  Rev 2

  






 


COLORS
SELECTED FOR PRINTING: Logo prints BLACK. Intaglio prints
in SC-7 dark blue.


 


COLOR:
This proof was printed from a digital file or artwork on a graphics quality,
color laser printer. It is a good representation of the color as it will appear
on the final product. However, it is not an exact color rendition, and the
final printed product may appear slightly different from the proof due to the
difference between the dyes and printing ink.


 


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SELECTION FOR THIS PROOF:     OK AS
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  COUNTERSIGNED
  AND REGISTERED:

  
	
   

  	
  MELLON INVESTOR SERVICES LLC

  
	
   

  	
  TRANSFER AGENT AND REGISTRAR

  
	
   

  	
  BY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AUTHORIZED SIGNATURE

  



 














 


OpenTable, Inc.


 


The
Corporation is authorized to issue two classes of stock, Common Stock and
Preferred Stock. A statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights as established from time to time, by the
Certificate of Incorporation of the Corporation and by any certificate of
determination, the number of shares constituting each class and series and the
designations thereof, may be obtained by the holder hereof upon request and
without charge at the principal office of the Corporation.


 


The
following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	
  TEN
  COM

  	
  –

  	
  as tenants in common

  	
   

  	
  UNIF GIFT MIN ACT–

  	
   

  	
  Custodian

  	
   

  
	
  TEN
  ENT

  	
  –

  	
  as tenants by the
  entireties

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  JT
  TEN

  	
  –

  	
  as joint tenants with right
  of survivorship 

  	
   under Uniform Gifts
  to Minors

  
	
   

  	
   

  	
  and not as tenants in
  common

  	
   

  	
   

  	
  Act

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (State)

  
									



 


Additional abbreviations may
also be used though not in the above list.


 


For
value received,                                                                                                                             hereby
sell, assign and transfer unto


 


	
  PLEASE INSERT SOCIAL SECURITY OR OTHER

  	
   

  
	
  IDENTIFYING NUMBER OF ASSIGNEE

  	
   

  
	
   

  	
   

  





 


 





(PLEASE PRINT OR TYPEWRITE
NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)


 


 


Shares


of
the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint


 


Attorney


to
transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  



 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NOTICE:

  	
   

  	
  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
  UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
  ENLARGEMENT OR ANY CHANGE WHATEVER.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNATURE(S) GUARANTEED:

  	
   

  	
   

  
	
   

  	
   

  	
  THE SIGNATURE (S) MUST
  BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
  AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
  SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

  



 


 


KEEP
THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED,
THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE
OF A REPLACEMENT CERTIFICATE.


 


 




	
  AMERICAN BANK NOTE COMPANY

  	
   

  	
  PRODUCTION COORDINATOR: TODD
  DeROSSETT 931-490-1720

  
	
  711 ARMSTRONG LANE

  	
   

  	
  PROOF OF: APRIL 29, 2009

  
	
  COLUMBIA, TENNESSEE 38401

  	
   

  	
  OPENTABLE, INC.

  
	
  (931) 388-3003

  	
   

  	
  TSB 32314 BK

  
	
  SALES: J. HEMMING 925-398-8788

  	
   

  	
  OPERATOR: AP

  
	
   

  	
   

  	
  R1

  






 


PLEASE
INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF:     OK
AS IS     OK WITH CHANGES     MAKE
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