SEC Form 4 · accession 0001209191-15-042225
LINKEDIN CORP · LNKD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stanley J Meresman
Director
Period of report
May 12, 2015
Accepted (ET)
May 13, 2015 · 4:05 pm EDT
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,F4 | May 12, 2015 | C | 1,562 | — | A | 2,653 | I | See Footnote |
| Class A Common StockF6,F4 | May 12, 2015 | S | 1,200 | $199.15 | D | 1,453 | I | See Footnote |
| Class A Common StockF6,F4 | May 12, 2015 | S | 362 | $199.9306 | D | 1,091 | I | See Footnote |
| Class A Common Stock | holding | — | — | — | 455 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF4,F2,F3 | — | May 12, 2015 | C | 1,562 | D | — | — | Class A Common Stock | 1,562 | 4,695 | I |
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 held directly by Meresman Family Trust UDT dated September 13, 1989 for which the Reporting Person and his spouse serve as trustees.
- F5Shares were sold pursuant to a duly adopted 10b5-1 trading plan entered into in accordance with the Issuer's insider trading policy. The plan provides for periodic sales as part of a liquidity and diversification strategy.
- F6The sales price reported is the 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.