UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
OpenTable, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
68372A104
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 68372A104
1. Names of Reporting Persons.
Apex Capital, LLC
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
California, United States
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 2,084,328
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 2,084,328
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,084,328
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
8.57%
12. Type of Reporting Person
OO, IA
CUSIP No. 68372A104
1. Names of Reporting Persons.
Sanford J. Colen
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
California, United States
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 2,084,328
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 2,084,328
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,084,328
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
8.57%
12. Type of Reporting Person
IN,HC
CUSIP No. 68372A104
1. Names of Reporting Persons.
Daniel S. Katz
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[X] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
California, United States
5. Sole Voting Power: 0
Number of Shares
6. Shared Voting Power: 2,084,328
Beneficially Owned by
7. Sole Dispositive Power: 0
Each Reporting Person With:
8. Shared Dispositive Power: 2,084,328
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,084,328
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
8.57%
12. Type of Reporting Person
IN
Item 1. (a) Name of Issuer: OpenTable, Inc.
(b) Address of Issuer's Principal Executive Offices:
799 Market Street, 4th Floor
San Francisco, California 94103
Item 2. (a) Name of Person Filing:
Apex Capital, LLC ("LLC")
Sanford J. Colen ("Colen")
Daniel S. Katz ("Katz")
(collectively, the "Filers")
(b) Address of Principal Business Office, or, if None, Residence:
The principal business office of the Filers is located at:
25 Orinda Way, Suite 300
Orinda, CA 94563
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each of the Filers
(d) Title of Class of Securities:
Common Stock, $0.0001 par value
(e) CUSIP No.: 68372A104
Item 3. If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940.
(e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) [ ] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
Item 4. Ownership
(a) Amount beneficially owned: 2,084,328
As of the date of this filing, the Filers may be deemed to be the
beneficial owner of 2,084,328 shares of OpenTable, Inc. (the "Company")
common stock. The Filers hold 1,523,028 shares of the Company's common
stock and 561,300 shares that could be purchased through the
conversion of 5,613 options contracts.
(b) Percent of Class: 8.57%
This percentage is determined by dividing the number of shares of
common stock beneficially owned by the Filers by 24,313,035, the number
of shares of common stock (23,751,735) issued and outstanding as of
October 4, 2011 combined with the number of shares that could be
purchased through options (561,300) held by the Filers.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
LLC is a registered investment adviser whose clients have the right
to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Stock. Colen is the Manager of
LLC. Katz is a senior portfolio manager for LLC. No single client
account of LLC holds more than five percent of the outstanding Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
or Control Person
Not Applicable
Item 8. Identification and Classification of Members of the Group
LLC is a registered investment adviser. Colen is the controlling
member of LLC. The Filers are filing this Schedule 13G/A jointly, but
not as members of a group, and each of them expressly disclaims
membership in a group. Each of the Filers also disclaims beneficial
ownership of the Stock except to the extent of that Filer's pecuniary
interest therein.
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certifications
(By LLC and Colen)
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
(By Katz)
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 06, 2012
Apex Capital, LLC
By: /s/ Sanford J. Colen
--------------------------
Name: Sanford J. Colen
Title: Manager
By: /s/ Sanford J. Colen
--------------------------
Sanford J. Colen
By: /s/ Daniel S. Katz
--------------------------
Daniel S. Katz
CUSIP No. 68372A104
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange
Commission (the "SEC") any and all statements on Schedule 13D or Schedule
13G/A (and any amendments or supplements thereto) required under section 13(d)
of the Securities Exchange Act of 1934, as amended, in connection with
purchases by the undersigned of securities of any issuer, until such time
as the undersigned file with the SEC a statement terminating this Agreement
Regarding Joint Filing of Statement on Schedule 13D or 13G/A. For that
purpose, the undersigned hereby constitute and appoint Apex Capital, LLC,
a California limited liability company, as their true and lawful agent and
attorney-in-fact, with full power and authority for and on behalf of the
undersigned to prepare or cause to be prepared, sign, file with the SEC
and furnish to any other person all certificates, instruments, agreements
and documents necessary to comply with section 13(d) and section 16(a) of
the Securities Exchange Act of 1934, as amended, in connection with said
purchases, and to do and perform every act necessary and proper to be done
incident to the exercise of the foregoing power, as fully as the
undersigned might or could do if personally present, until such time as the
undersigned file with the SEC a statement terminating this Agreement
Regarding Joint Filing of Statement on Schedule 13D or 13G/A.
Dated: February 06, 2012
Apex Capital, LLC
By: /s/ Sanford J. Colen
--------------------------
Name: Sanford J. Colen
Title: Manager
By: /s/ Sanford J. Colen
--------------------------
Sanford J. Colen
By: /s/ Daniel S. Katz
--------------------------
Daniel S. Katz