Number

EX-4.1 6 a2192796zex-4_1.htm EXHIBIT 4.1

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 ###-###-####

711 ARMSTRONG LANE

 

PROOF OF: APRIL 29, 2009

COLUMBIA, TENNESSEE 38401

 

OPENTABLE, INC.

(931) 388-3003

 

TSB 32314 FC

SALES: J. HEMMING ###-###-####

 

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.

 

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

 

 

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 ###-###-####

711 ARMSTRONG LANE

 

PROOF OF: APRIL 29, 2009

COLUMBIA, TENNESSEE 38401

 

OPENTABLE, INC.

(931) 388-3003

 

TSB 32314 BK

SALES: J. HEMMING ###-###-####

 

OPERATOR: AP

 

 

R1

 

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