SEC Form 4 · accession 0001209191-16-154484

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

Dec 7, 2016

Accepted (ET)

Dec 9, 2016 · 5:44 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^F1	Dec 7, 2016	A	35,714	$0.00	A	85,547	D
Class A Common Stock^F2	Dec 8, 2016	D	85,547	—	D	0	D
Class A Common Stock^F3,F4,F5	Dec 8, 2016	D	124,550	—	D	0	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F6	$2.32	Dec 8, 2016	D	480,120	D	Feb 24, 2009	Feb 24, 2019	Class A Common Stock	480,120	D
Employee Stock Option (Right to Buy)^F7	$170.46	Dec 8, 2016	D	329,281	D	Apr 1, 2013	Mar 1, 2023	Class A Common Stock	329,281	D
Employee Stock Option (Right to Buy)^F8	$204.04	Dec 8, 2016	D	43,011	D	Feb 28, 2014	Feb 28, 2024	Class A Common Stock	43,011	D
Employee Stock Option (Right to Buy)^F8	$267.20	Dec 8, 2016	D	41,588	D	Mar 1, 2015	Mar 1, 2025	Class A Common Stock	41,588	D

Explanation of responses

F1The reported shares are represented by restricted stock units ("RSUs"). The RSUs will vest on the earlier to occur of: (a) the one-year anniversary of the Closing Date (as defined in the Merger Agreement, as defined below) or the one-year anniversary of the closing date, in the event of a change in control transaction pursuant to an Alternative Acquisition Agreement (as defined in the Merger Agreement); and (b) December 31, 2017, subject to Mr. Weiner's continued service with Microsoft Corporation through the vesting date.
F2Pursuant to the Merger Agreement (as defined below), unvested restricted stock units ("RSUs") were substituted with RSUs for a number of shares of Microsoft Corporation common stock equal to 85,547 multiplied by a fraction, the numerator of which is the Merger Consideration (as defined below), and the denominator of which is the volume weighted average price per share of Microsoft Corporation common stock on Nasdaq for the five consecutive trading days ending with December 7, 2016 (the "Ratio"), rounded down to the nearest whole share, vesting on the same terms.
F3The shares of Class A Common Stock were cancelled pursuant to the Agreement and Plan of Merger, dated June 11, 2016, between the Issuer, Microsoft Corporation and Liberty Merger Sub Inc. (the "Merger Agreement"), in exchange for a cash payment of $196 per share (the "Merger Consideration").
F4Disposed of pursuant to the Merger Agreement in exchange for the Merger Consideration.
F5Shares held directly by the Weiner/Derouaux Revocable Trust DTD 11/20/12 for which the Reporting Person serves as a trustee.
F6The stock option was granted on February 24, 2009 for 3,844,512 shares, of which 3,117,478 shares have been exercised, and a portion of the stock option exercisable for 246,914 shares was previously transferred. 480,120 vested shares subject to the stock option were cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the stock option, multiplied by (y) the number of disposed vested stock option shares.
F7The stock option was granted on March 1, 2013 for 329,281 shares (the "Issuer Stock Option"). 301,840 vested shares subject to the Issuer Stock Option were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the Issuer Stock Option (the "Exercise Price"), multiplied by (y) the number of disposed vested stock option shares. 27,441 unvested shares subject to the Issuer Stock Option were substituted by Microsoft Corporation with an option to purchase a number of shares of Microsoft Corporation common stock equal to 27,441 multiplied by the Ratio, and a per share exercise price equal to the Exercise Price divided by the Ratio, rounded up to the nearest whole cent, vesting on the same terms.
F8The stock option was cancelled pursuant to the Merger Agreement, whereby the per share exercise price of the stock option is equal to or greater than the Merger Consideration.