SEC Form 4 · accession 0001209191-16-154503

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

Dec 8, 2016

Accepted (ET)

Dec 9, 2016 · 5:51 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	4,106	—	D	0	D
Class A Common Stock^F3	Dec 8, 2016	D	55,851	—	D	0	D

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	—	Dec 8, 2016	D	106,668	D	—	—	Class A Common Stock	106,668	D
Employee Stock Option (Right to Buy)^F5,F6	$19.63	Dec 8, 2016	D	4	D	Feb 16, 2012	Feb 16, 2021	Class A Common Stock	4	D
Employee Stock Option (Right to Buy)^F7,F6	$170.46	Dec 8, 2016	D	35,461	D	Apr 1, 2015	Apr 1, 2023	Class A Common Stock	35,461	D
Employee Stock Option (Right to Buy)^F8	$204.04	Dec 8, 2016	D	17,676	D	Feb 28, 2015	Feb 28, 2024	Class A Common Stock	17,676	D
Employee Stock Option (Right to Buy)^F8	$267.20	Dec 8, 2016	D	15,018	D	Mar 1, 2015	Mar 1, 2025	Class A Common Stock	15,018	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").
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 55,851 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 shares of Class B Common Stock were cancelled pursuant to the Merger Agreement in exchange for the Merger Consideration.
F5The stock option was granted on February 16, 2011 for 369,906 shares, of which 369,902 shares have been exercised. 4 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.
F6The stock option was cancelled pursuant to the Merger Agreement in exchange for a cash payment price equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed vested stock option shares.
F7The stock option was granted on March 1, 2013 for 35,461 shares (the "Issuer Stock Option"). 14,775 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. 20,686 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 20,686 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.