SEC Form 4 · accession 0001209191-15-046123
LINKEDIN CORP · LNKD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Gamson
Officer — SVP, Global Solutions
Period of report
May 21, 2015
Accepted (ET)
May 22, 2015 · 4:10 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 | May 21, 2015 | C | 2,500 | — | A | 50,413 | D | |
| Class A Common StockF5 | May 21, 2015 | S | 1,400 | $194.3358 | D | 49,013 | D | |
| Class A Common StockF5 | May 21, 2015 | S | 3,155 | $195.3039 | D | 45,858 | D | |
| Class A Common StockF5 | May 21, 2015 | S | 696 | $196.181 | D | 45,162 | 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)F6 | $19.63 | May 21, 2015 | M | 2,500 | D | — | Feb 16, 2021 | Class B Common Stock | 2,500 | 22,995 | D |
| Class B Common StockF2,F3 | — | May 21, 2015 | M | 2,500 | A | — | — | Class A Common Stock | 2,500 | 122,500 | D |
| Class B Common StockF2,F3 | — | May 21, 2015 | C | 2,500 | D | — | — | Class A Common Stock | 2,500 | 120,000 | 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.
- F5The 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.
- F6One-fourth of the shares subject to the option vested on February 16, 2012 and 1/48th of the shares vest monthly thereafter.