FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Gamson Michael
2. Issuer Name and Ticker or Trading Symbol

LINKEDIN CORP [ LNKD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, Global Solutions
(Last)          (First)          (Middle)

C/O LINKEDIN CORPORATION, 2029 STIERLIN COURT
3. Date of Earliest Transaction (MM/DD/YYYY)

5/16/2016
(Street)

MOUNTAIN VIEW, CA 94043
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock   5/16/2016     C (1)    998   A   (2) (3) 78012   D    
Class A Common Stock   5/16/2016     S (4)    1000   D $127.7452   (5) 77012   D    
Class A Common Stock   5/16/2016     S (4)    1206   D $128.9323   (5) 75806   D    
Class A Common Stock   5/16/2016     S (4)    1990   D $129.6186   (5) 73816   D    
Class A Common Stock   5/16/2016     S (4)    87   D $130.37   (5) 73830   (6) D    
Class A Common Stock   5/17/2016     S (7)    1437   D $128.15   72393   D    
Class A Common Stock   5/17/2016     S (7)    1119   D $128.1532   71274   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $19.63   5/16/2016     M         998      (8) 2/16/2021   Class B Common Stock   998   $0.00   1997   D    
Class B Common Stock     (2) (3) 5/16/2016     M      998         (2) (3)   (2) (3) Class A Common Stock   998   $0.00   107666   D    
Class B Common Stock     (2) (3) 5/16/2016     C   (1)       998      (2) (3)   (2) (3) Class A Common Stock   998   $0.00   106668   D    

Explanation of Responses:
( 1)  Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock at the election of the Reporting Person.
( 2)  Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (A) the date specified by the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, or (B) any transfer of such share (subject to certain exceptions), and (ii) upon the death of a natural person holding shares of Class B Common Stock, each share of Class B Common Stock held by that person or any of his or her permitted estate planning entities will convert automatically into one share of Class A Common Stock.
( 3)  In addition to the events set forth in footnote 2, the Class A Common Stock and Class B Common Stock will each convert automatically into a single class of Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.
( 4)  Shares were sold pursuant to a duly adopted 10b5-1 trading plan entered into in accordance with the Issuer's insider trading policy and provides for periodic sales as part of a liquidity and diversification strategy.
( 5)  The sales price reported is the weighted average sale price for the number of shares sold. Full information regarding the number of shares sold at each separate price will be supplied upon request by the Securities & Exchange Commission staff, the Issuer or a security holder of the Issuer.
( 6)  Includes 101 shares acquired under the Issuer's 2011 Employee Stock Purchase Plan on 05/16/2016.
( 7)  Shares sold pursuant to a standing, irrevocable election entered into at the time the restricted stock units were granted.
( 8)  One-fourth of the shares subject to the option vested on February 16, 2012 and 1/48th of the shares vest monthly thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gamson Michael
C/O LINKEDIN CORPORATION
2029 STIERLIN COURT
MOUNTAIN VIEW, CA 94043


SVP, Global Solutions

Signatures
/s/ Lora D. Blum, Attorney-in-Fact 5/18/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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