SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MORITZ MICHAEL J

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LINKEDIN CORP [ LNKD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/08/2012		C⁽¹⁾		1,477,563	A	⁽²⁾⁽³⁾	1,477,563	I	See footnote⁽⁴⁾
Class A Common Stock	03/08/2012		J⁽⁷⁾		1,477,563	D	$0	0	I	See footnote⁽⁴⁾
Class A Common Stock	03/08/2012		C⁽¹⁾		47,016	A	⁽²⁾⁽³⁾	47,016	I	See footnote⁽⁵⁾
Class A Common Stock	03/08/2012		J⁽⁷⁾		47,016	D	$0	0	I	See footnote⁽⁵⁾
Class A Common Stock	03/08/2012		C⁽¹⁾		159,421	A	⁽²⁾⁽³⁾	159,421	I	See footnote⁽⁶⁾
Class A Common Stock	03/08/2012		J⁽⁷⁾		159,421	D	$0	0	I	See footnote⁽⁶⁾
Class A Common Stock	03/08/2012		J⁽⁸⁾		58,410	A	$0	292,050	I	See footnote⁽⁹⁾
Class A Common Stock	03/08/2012		J⁽¹⁰⁾		43,753	A	$0	218,765	I	See footnote⁽¹¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽²⁾⁽³⁾	03/08/2012		C			1,477,563	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	1,477,563	$0	7,388,088	I	See footnote⁽⁴⁾
Class B Common Stock	⁽²⁾⁽³⁾	03/08/2012		C			47,016	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	47,016	$0	235,086	I	See footnote⁽⁵⁾
Class B Common Stock	⁽²⁾⁽³⁾	03/08/2012		C			159,421	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	159,421	$0	797,135	I	See footnote⁽⁶⁾

Explanation of Responses:

1. Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock.

2. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (A) the date specified by the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, or (B) any transfer of such share (subject to certain exceptions), and (ii) upon the death of a natural person holding shares of Class B Common Stock, each share of Class B Common Stock held by that person or any of his or her permitted estate planning entities will convert automatically into one share of Class A Common Stock.

3. In addition to the events set forth in footnote (2), the Class A Common Stock and Class B Common Stock will each convert automatically into a single class of Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

4. Shares held directly by Sequoia Capital XI, LP ("SC XI"). The Reporting Person is a Managing Member of SC XI Management, LLC ("SC XI LLC"), the general partner of SC XI, and may be deemed to share voting and dispositive power with respect to the shares held by SC XI. The Reporting Person disclaims beneficial ownership of the securities held by SC XI except to the extent of his pecuniary interest therein.

5. Shares held directly by Sequoia Technology Partners XI, LP ("STP XI"). The Reporting Person is a Managing Member of SC XI LLC, the general partner of STP XI, and may be deemed to share voting and dispositive power with respect to the shares held by STP XI. The Reporting Person disclaims beneficial ownership of the securities held by STP XI except to the extent of his pecuniary interest therein.

6. Shares held directly by Sequoia Capital XI Principals Fund, LLC ("SC XI PF"). The Reporting Person is a Managing Member of SC XI LLC, the managing member of SC XI PF, and may be deemed to share voting and dispositive power with respect to the shares held by SC XI PF. The Reporting Person disclaims beneficial ownership of the securities held by SC XI PF except to the extent of his pecuniary interest therein.

7. Represents a pro rata in-kind distribution of Class A Common Stock of the Issuer to partners or members and includes subsequent distributions by general partners or managing members to their respective partners or members.

8. Represents the receipt of shares of Class A Common Stock of the Issuer by virtue of the pro rata in-kind distributions described in footnotes (4), (5) and (6) above as follows: (i) 42,369 shares from SC XI; (ii) 1,384 shares from STP XI; and (iii) 14,657 shares from SC XI PF.

9. Shares held directly by The Maximus Trust dated March 19, 1996 for which the Reporting Person serves as a trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

10. Represents the receipt of shares of Class A Common Stock of the Issuer by virtue of the pro rata in-kind distribution described in footnotes (4) and (5) above as follows: (i) 42,369 shares from SC XI; and (ii) 1,384 shares from STP XI.

11. Shares held directly by Maximus Partners, L.P. for which the Reporting Person serves as the managing general partner. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities on this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

	/s/ Melinda Dunn, by power of attorney	03/12/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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