SEC Form 4 · accession 0001209191-15-081017

LINKEDIN CORP · LNKD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Stanley J Meresman

Director

Period of report

Nov 16, 2015

Accepted (ET)

Nov 18, 2015 · 5:08 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 Stock^F2	Nov 16, 2015	J	19	$0.00	A	775	I	See Footenote
Class A Common Stock^F4,F5,F2	Nov 16, 2015	C	800	—	A	1,575	I	See Footnote
Class A Common Stock^F2	Nov 16, 2015	S	800	$241.05	D	775	I	See Footnote
Class A Common Stock	Nov 17, 2015	G	349	$0.00	D	698	D
Class A Common Stock^F2	Nov 17, 2015	G	349	$0.00	A	1,124	I	See Footenote

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 Stock^F2,F4,F5	—	Nov 16, 2015	C	800	D	—	—	Class A Common Stock	800	3,032	I

Explanation of responses

F1The reported shares were acquired by virtue of a pro rata distribution from Accel Growth Fund II Strategic Partners L.P., of which the Reporting Person is a limited partner.
F2Shares held directly by Meresman Family Trust UDT dated September 13, 1989 for which the Reporting Person and his spouse serve as trustees.
F3Each 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.
F4Each 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.
F5In addition to the events set forth in footnote 4, 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.
F6Shares 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.