SEC Form 4 · accession 0001209191-16-154489
LINKEDIN CORP · LNKD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
A George Battle
Director
Period of report
Dec 8, 2016
Accepted (ET)
Dec 9, 2016 · 5:46 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 StockF1,F2 | Dec 8, 2016 | D | 15,885 | — | D | 0 | 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 StockF2,F3 | — | Dec 8, 2016 | D | 5,554 | D | — | — | Class A Common Stock | 5,554 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | $172.02 | Dec 8, 2016 | D | 1,318 | D | Jul 1, 2013 | Jun 13, 2023 | Class A Common Stock | 1,318 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $202.50 | Dec 8, 2016 | D | 1,560 | D | Aug 4, 2014 | Aug 4, 2024 | Class A Common Stock | 1,560 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $197.10 | Dec 8, 2016 | D | 1,197 | D | Aug 3, 2015 | Aug 3, 2025 | Class A Common Stock | 1,197 | 0 | D |
Explanation of responses
- F1The 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"). The reported number includes 1,550 restricted stock units granted on June 9, 2016, the vesting of which were accelerated pursuant to the terms of the Issuer's 2011 Equity Incentive Plan.
- F2Disposed of pursuant to the Merger Agreement, in exchange for the Merger Consideration.
- F3The shares of Class B Common Stock were cancelled pursuant to the Merger Agreement in exchange for the Merger Consideration and had no expiration date.
- F4The stock option was granted on June 13, 2013 for 2,433 shares of which 1,115 shares were previously transferred. 1,318 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 option shares.
- F5The 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.