LNKD Linkedin Corp. Class A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 53578A108

1.

Names of Reporting Persons.
Reid Hoffman and Michelle Yee Living Trust dated October 27, 2009 (the “Trust”)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
California

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power -
14,489,899 (1)

6.

Shared Voting Power -
None

7.

Sole Dispositive Power –
14,489,899 shares(1)

8.

Shared Dispositive Power -
None

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
14,489,899(2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row (9)
11.06%(3)

12.

Type of Reporting Person
OO – The beneficial owner is a living trust governed by Part 5 of Division 9 of the Probate Code of the State of California.

CUSIP No. 53578A108

1.

Names of Reporting Persons.
Reid Hoffman, Trustee of the Weiner 2012 Irrevocable Trust dated June 1, 2012
(the “Weiner Trust”)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power –
189,530 shares (4)

6.

Shared Voting Power -
None

7.

Sole Dispositive Power –
189,530 shares(4)

8.

Shared Dispositive Power –
None

9.

Aggregate Amount Beneficially Owned by Each Reporting Person -
189,530 (5) (6)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row (9)
0.16%(7)

12.

Type of Reporting Person
OO – The beneficial owner is an irrevocable trust goverened by Division 9 of the Probate Code of the State of California. 

CUSIP No. 53578A108

1.

Names of Reporting Persons.
Reid Hoffman

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
California

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power -
14,679,429 (8)

6.

Shared Voting Power –
None

7.

Sole Dispositive Power –
14,679,429 (8)

8.

Shared Dispositive Power -
None

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
14,679,429 (9)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row (9)
11.19%(10)

12.

Type of Reporting Person
IN

Item 1.

(a)

Name of Issuer:
LinkedIn Corporation

(b)

Address of Issuer’s Principal Executive Offices:
2029 Stierlin Court, Mountain View, CA 94043

Item 2.

(a)

Name of Person Filing:

i.                 Reid Hoffman and Michelle Yee Living Trust dated October 27, 2009 (the “Trust”)

ii.             Reid Hoffman, Trustee of the Weiner 2012 Irrevocable Trust dated June 1, 2012 (the “Weiner Trust”)

iii.         Reid Hoffman

14,489,899 shares are beneficially owned by the Trust and 189,530 shares are beneficially owned by the Weiner Trust. Reid Hoffman retains sole voting and dispositive power over these shares.

(b)

Address of Principal Business Office or, if none, Residence:
The address and principal business office of each Reporting Person and is:

c/o LinkedIn Corporation

2029 Stierlin Court

Mountain View, CA 94043

(c)

Citizenship:
Mr. Hoffman is a United States citizen.  The Trust and the Weiner Trust are organized under the laws of the State of California.

(d)

Title of Class of Securities:
Class A Common Stock

(e)

CUSIP Number:
53578A108

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C 78c).

(b)

o

Bank as defined in section 3(a) (6) of the Act (15 U.S.C 78c).

(c)

o

Insurance company as defined in section 3(a) (19) of the Act (15 U.S.C 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

Investment adviser in accordance with SS 240.13d-1(b) (1) (ii) (E);

(f)

o

Employee benefit plan or endowment fund in accordance with SS 240.13d-1(b) (ii) (F);

(g)

o

Parent holding company or control person in accordance with SS.SS.240.13d-1(b) (ii) (G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

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 (15 U.S.C 80a-3);

(j)

o

Group, in accordance with SS 240.13d–1(b) (1) (ii) (J);

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

14,679,429(11)

(b)

Percent of class:   

11.19%(12)

Pursuant to Rule 13d-3(d)(1), all shares of Class B Common Stock (which are convertible into shares of Class A Common Stock) held by the reporting person were deemed to be converted for the purposes of (i) determining the aggregate amount of shares of Class A Common Stock beneficially owned by the reporting person and (ii) calculating the percentages of the Class A Common Stock owned by such person.  The foregoing percentage is based on 116,468,263 shares of the Issuer’s Class A Common Stock outstanding as of December 31, 2015.

Assuming conversion of all of the Issuer’s Class B Common Stock into Class A Common Stock, the reporting persons listed in Item 4 would hold 11.12% of the total outstanding shares of the Issuer.  The 11.12% is based on the combined total of 132,048,773 shares outstanding, which represents 116,468,263 shares of the Issuer’s Class A Common Stock and 15,580,510 shares of the Issuer’s Class B Common Stock outstanding as of December 31, 2015.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:   

a.             Trust: 14,489,899 shares

b.            Weiner Trust: 189,530 shares

c.             Reid Hoffman: 14,679,429 shares

The reported shares are held of record by the Trust and the Weiner Trust.  Reid Hoffman retains sole voting and dispositive power over these shares.

(ii)

Shared power to vote or to direct the vote:    

Not applicable.

(iii)

Sole power to dispose or to direct the disposition of:   

a.             Trust: 14,489,899 shares

b.            Weiner Trust: 189,530 shares

c.             Reid Hoffman: 14,679,429 shares

The reported shares are held of record by the Trust and the Weiner Trust.  Reid Hoffman retains sole voting and dispositive power over these shares.

(iv)

Shared power to dispose or to direct the disposition of:   

Not applicable.

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

Not applicable.

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

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certifications

By signing below each of the undersigned certifies that, to the best of such undersigned’s respective knowledge and belief, the securities referred to above 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.

Reid Hoffman and Michelle Yee

Living Trust dated October 27, 2009

/s/ Reid Hoffman

Reid Hoffman, Trustee

/s/ Michelle Yee

Michelle Yee, Trustee

/s/ Reid Hoffman

Reid Hoffman

Reid Hoffman, Trustee of the Weiner 2012

Irrevocable Trust dated June 1, 2012

/s/ Reid Hoffman

Reid Hoffman, Trustee

/s/ Reid Hoffman

Reid Hoffman