SEC Form 4 · accession 0001209191-16-154501

LINKEDIN CORP · LNKD

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

Reporting owner

Officer — SVP, GC and Secretary

Period of report

Dec 8, 2016

Accepted (ET)

Dec 9, 2016 · 5:50 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	9,631	—	D	0	D
Class A Common Stock^F3	Dec 8, 2016	D	42,620	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F4	$202.50	Dec 8, 2016	D	28,604	D	Aug 4, 2015	Aug 4, 2024	Class A Common Stock	28,604	0	D
Employee Stock Option (Right to Buy)^F4	$267.20	Dec 8, 2016	D	4,159	D	Mar 1, 2015	Mar 1, 2025	Class A Common Stock	4,159	0	D

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").
F2Disposed of pursuant to the Merger Agreement, in exchange for the Merger Consideration.
F3Pursuant to the Merger Agreement, unvested restricted stock units ("RSUs") were substituted with RSUs for a number of shares of Microsoft Corporation common stock equal to 42,620 multiplied by a fraction, the numerator of which is the Merger Consideration, 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.
F4The 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.