SEC Form 4 · accession 0001209191-16-154494

LINKEDIN CORP · LNKD

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

Reporting owner

Stanley J Meresman

Director

Period of report

Dec 8, 2016

Accepted (ET)

Dec 9, 2016 · 5:47 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,F2	Dec 8, 2016	D	1,550	—	D	0	D
Class A Common Stock^F3,F2,F4	Dec 8, 2016	D	3,374	—	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
Class B Common Stock^F2,F4,F5	—	Dec 8, 2016	D	3,032	D	—	—	Class A Common Stock	3,032	I
Employee Stock Option (Right to Buy)^F6	$172.02	Dec 8, 2016	D	2,433	D	Jul 1, 2013	Jun 13, 2023	Class A Common Stock	2,433	D
Employee Stock Option (Right to Buy)^F7	$202.50	Dec 8, 2016	D	1,560	D	Aug 4, 2014	Aug 4, 2024	Class A Common Stock	1,560	D
Employee Stock Option (Right to Buy)^F7	$197.10	Dec 8, 2016	D	1,197	D	Aug 3, 2015	Aug 3, 2025	Class A Common Stock	1,197	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 represents restricted stock units granted on June 9, 2016 which were accelerated pursuant to the terms of Issuer's 2011 Equity Incentive Plan.
F2Disposed of pursuant to the Merger Agreement, in exchange for the Merger Consideration.
F3The shares of Class A Common Stock were cancelled pursuant to the Merger Agreement in exchange for the Merger Consideration.
F4Shares held directly by Meresman Family Trust UDT dated September 13, 1989 for which the Reporting Person and his spouse serve as trustees.
F5The shares of Class B Common Stock were cancelled pursuant to the Merger Agreement in exchange for the Merger Consideration and had no expiration date.
F6The stock option was granted on June 13, 2013 for 2,433 shares. 2,433 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.
F7The 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.