SEC Form 4 · accession 0001209191-15-021857

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 27, 2015

Accepted (ET)

Mar 3, 2015 · 8:04 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
Class A Common Stock^F1	Feb 27, 2015	A	48,519	$0.00	A	232,286	D
Class A Common Stock^F3,F4	Mar 2, 2015	C	10,590	$0.00	A	242,876	D
Class A Common Stock^F6	Mar 2, 2015	S	700	$265.7586	D	242,176	D
Class A Common Stock^F6	Mar 2, 2015	S	2,259	$266.8145	D	239,917	D
Class A Common Stock^F6	Mar 2, 2015	S	4,883	$267.6756	D	235,034	D
Class A Common Stock^F6	Mar 2, 2015	S	2,548	$268.4729	D	232,486	D
Class A Common Stock^F6	Mar 2, 2015	S	200	$269.23	D	232,286	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 Option (Right to Buy)^F7	$267.20	Feb 27, 2015	A	41,588	A	—	Mar 1, 2025	Class A Common Stock	41,588	41,588	D
Employee Stock Option (Right to Buy)^F8	$2.32	Mar 2, 2015	M	10,590	D	—	Feb 24, 2019	Class B Common Stock	10,590	577,550	D
Class B Common Stock^F3,F4	—	Mar 2, 2015	M	10,590	A	—	—	Class A Common Stock	10,590	10,590	D
Class B Common Stock^F3,F4	—	Mar 2, 2015	C	10,590	D	—	—	Class A Common Stock	10,590	0	D

Explanation of responses

F1The reported shares are represented by restricted stock units ("RSUs"). The RSUs vest six and one-quarter percent (6.25%) beginning on May 15, 2015 and 6.25% of the RSus will vest on each subsequent Company Vest Date until all of the grant is vested. "Company Vest Dates" are defined as February 15, May 15, August 15 and November 15 of each year (to the extent that any of the Company Vest Dates fall on a weekend or Company holiday, that Company Vest Date will be the first business day following the relevant Company Vest Date).
F2Each 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.
F3Each 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.
F4In addition to the events set forth in footnote 3, 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.
F5Shares 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.
F6The 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.
F7Shares subject to the option vest in 48 equal monthly installments beginning on March 1, 2015.
F8Shares vested on December 15, 2012.