Statement of Changes in Beneficial Ownership (4)
December 09 2016 - 5:48PM
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
*
MERESMAN STANLEY J
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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
_____ Officer (give title below)
_____ Other (specify below)
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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)
12/8/2016
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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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12/8/2016
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D
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1550
(1)
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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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3374
(3)
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D
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(2)
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0
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I
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See Footnote
(4)
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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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Class B Common Stock
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(5)
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12/8/2016
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D
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3032
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(5)
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(5)
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Class A Common Stock
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3032
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(2)
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0
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I
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See Footnote
(4)
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Employee Stock Option (Right to Buy)
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$172.02
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12/8/2016
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D
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2433
(6)
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7/1/2013
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6/13/2023
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Class A Common Stock
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2433
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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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$202.50
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12/8/2016
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D
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1560
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8/4/2014
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8/4/2024
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Class A Common Stock
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1560
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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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$197.10
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12/8/2016
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D
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1197
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8/3/2015
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8/3/2025
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Class A Common Stock
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1197
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(7)
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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 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"). The reported number represents restricted stock units granted on June 9, 2016 which were accelerated pursuant to the terms of Issuer's 2011 Equity Incentive Plan.
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(
2)
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Disposed of pursuant to the Merger Agreement, in exchange for the Merger Consideration.
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(
3)
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The shares of Class A Common Stock were cancelled pursuant to the Merger Agreement in exchange for the Merger Consideration.
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(
4)
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Shares held directly by Meresman Family Trust UDT dated September 13, 1989 for which the Reporting Person and his spouse serve as trustees.
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(
5)
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The shares of Class B Common Stock were cancelled pursuant to the Merger Agreement in exchange for the Merger Consideration and had no expiration date.
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(
6)
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The stock option was granted on June 13, 2013 for 2,433 shares. 2,433 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 option shares.
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(
7)
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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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MERESMAN STANLEY J
C/O LINKEDIN CORPORATION
1000 WEST MAUDE AVENUE
SUNNYVALE, CA 94085
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X
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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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