Statement of Changes in Beneficial Ownership (4)
December 09 2016 - 5:45PM
Edgar (US Regulatory)
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
WEINER JEFF
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2. Issuer Name
and
Ticker or Trading Symbol
LINKEDIN CORP
[
LNKD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
C/O LINKEDIN CORPORATION, 1000 WEST MAUDE AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/7/2016
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(Street)
SUNNYVALE, CA 94085
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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12/7/2016
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A
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35714
(1)
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A
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$0.00
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85547
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D
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Class A Common Stock
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12/8/2016
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D
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85547
(2)
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D
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(2)
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0
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D
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Class A Common Stock
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12/8/2016
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D
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124550
(3)
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D
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(4)
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0
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I
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See Footnote
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$2.32
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12/8/2016
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D
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480120
(6)
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2/24/2009
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2/24/2019
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Class A Common Stock
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480120
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(6)
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0
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D
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Employee Stock Option (Right to Buy)
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$170.46
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12/8/2016
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D
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329281
(7)
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4/1/2013
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3/1/2023
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Class A Common Stock
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329281
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(7)
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0
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D
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Employee Stock Option (Right to Buy)
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$204.04
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12/8/2016
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D
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43011
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2/28/2014
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2/28/2024
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Class A Common Stock
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43011
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(8)
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0
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D
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Employee Stock Option (Right to Buy)
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$267.20
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12/8/2016
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D
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41588
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3/1/2015
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3/1/2025
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Class A Common Stock
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41588
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(8)
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0
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D
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Explanation of Responses:
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(
1)
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The reported shares are represented by restricted stock units ("RSUs"). The RSUs will vest on the earlier to occur of: (a) the one-year anniversary of the Closing Date (as defined in the Merger Agreement, as defined below) or the one-year anniversary of the closing date, in the event of a change in control transaction pursuant to an Alternative Acquisition Agreement (as defined in the Merger Agreement); and (b) December 31, 2017, subject to Mr. Weiner's continued service with Microsoft Corporation through the vesting date.
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(
2)
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Pursuant to the Merger Agreement (as defined below), unvested restricted stock units ("RSUs") were substituted with RSUs for a number of shares of Microsoft Corporation common stock equal to 85,547 multiplied by a fraction, the numerator of which is the Merger Consideration (as defined below), and the denominator of which is the volume weighted average price per share of Microsoft Corporation common stock on Nasdaq for the five consecutive trading days ending with December 7, 2016 (the "Ratio"), rounded down to the nearest whole share, vesting on the same terms.
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(
3)
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The shares of Class A Common Stock were cancelled pursuant to the Agreement and Plan of Merger, dated June 11, 2016, between the Issuer, Microsoft Corporation and Liberty Merger Sub Inc. (the "Merger Agreement"), in exchange for a cash payment of $196 per share (the "Merger Consideration").
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(
4)
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Disposed of pursuant to the Merger Agreement in exchange for the Merger Consideration.
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(
5)
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Shares held directly by the Weiner/Derouaux Revocable Trust DTD 11/20/12 for which the Reporting Person serves as a trustee.
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(
6)
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The stock option was granted on February 24, 2009 for 3,844,512 shares, of which 3,117,478 shares have been exercised, and a portion of the stock option exercisable for 246,914 shares was previously transferred. 480,120 vested shares subject to the stock option were cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the stock option, multiplied by (y) the number of disposed vested stock option shares.
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(
7)
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The stock option was granted on March 1, 2013 for 329,281 shares (the "Issuer Stock Option"). 301,840 vested shares subject to the Issuer Stock Option were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the Issuer Stock Option (the "Exercise Price"), multiplied by (y) the number of disposed vested stock option shares. 27,441 unvested shares subject to the Issuer Stock Option were substituted by Microsoft Corporation with an option to purchase a number of shares of Microsoft Corporation common stock equal to 27,441 multiplied by the Ratio, and a per share exercise price equal to the Exercise Price divided by the Ratio, rounded up to the nearest whole cent, vesting on the same terms.
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(
8)
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The stock option was cancelled pursuant to the Merger Agreement, whereby the per share exercise price of the stock option is equal to or greater than the Merger Consideration.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WEINER JEFF
C/O LINKEDIN CORPORATION
1000 WEST MAUDE AVENUE
SUNNYVALE, CA 94085
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X
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Chief Executive Officer
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Signatures
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/s/ Lora D. Blum, Attorney-In-Fact
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12/9/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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