SEC Form 4 · accession 0001209191-16-133324

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

Jul 18, 2016

Accepted (ET)

Jul 19, 2016 · 5:03 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 Stock^F2,F3	Jul 18, 2016	C	995	—	A	70,041	D
Class A Common Stock	Jul 18, 2016	S	2,596	$189.3632	D	67,445	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)^F5	$19.63	Jul 18, 2016	M	995	D	—	Feb 16, 2021	Class B Common Stock	995	4	D
Class B Common Stock^F2,F3	—	Jul 18, 2016	M	995	A	—	—	Class A Common Stock	995	107,663	D
Class B Common Stock^F2,F3	—	Jul 18, 2016	C	995	D	—	—	Class A Common Stock	995	106,668	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.
F5One-fourth of the shares subject to the option vested on February 16, 2012 and 1/48th of the shares vest monthly thereafter.