SEC Form 4 · accession 0001209191-15-010841
LINKEDIN CORP · LNKD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeff Weiner
Officer — Chief Executive Officer · Director
Period of report
Feb 6, 2015
Accepted (ET)
Feb 9, 2015 · 4:37 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001271024
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2,F3 | Feb 6, 2015 | C | 7,060 | — | A | 199,450 | D | |
| Class A Common Stock | Feb 6, 2015 | S | 7,060 | $262.21 | D | 192,390 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (Right to Buy)F5 | $2.32 | Feb 6, 2015 | M | 7,060 | D | — | Feb 24, 2019 | Class B Common Stock | 7,060 | 598,730 | D |
| Class B Common StockF2,F3 | — | Feb 6, 2015 | M | 7,060 | A | — | — | Class A Common Stock | 7,060 | 7,060 | D |
| Class B Common StockF2,F3 | — | Feb 6, 2015 | C | 7,060 | D | — | — | Class A Common Stock | 7,060 | 0 | D |
Explanation of responses
- F1Each 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.
- F2Each 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.
- F3In 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.
- F4Shares 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.
- F5Shares vested on December 15, 2012.