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^*

WADORS PATRICIA L

(Last)

(First)

(Middle)

C/O LINKEDIN CORPORATION

1000 WEST MAUDE AVENUE

(Street)

SUNNYVALE

94085

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP Global Talent Organization

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2016

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	12/08/2016		D		2,557⁽¹⁾	D	⁽²⁾	0	D
Class A Common Stock	12/08/2016		D		36,132	D	⁽³⁾	0	D

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)
Employee Stock Option (Right to Buy)	$161.34	12/08/2016		D			3,197⁽⁴⁾	02/14/2014	02/24/2023	Class A Common Stock	3,197	⁽⁴⁾	0	D
Employee Stock Option (Right to Buy)	$204.04	12/08/2016		D			6,862	02/28/2014	02/28/2024	Class A Common Stock	6,862	⁽⁵⁾	0	D
Employee Stock Option (Right to Buy)	$267.2	12/08/2016		D			9,935	03/01/2015	03/01/2025	Class A Common Stock	9,935	⁽⁵⁾	0	D

Explanation of Responses:

1. The 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") .

2. Disposed of pursuant to the Merger Agreement in exchange for the Merger Consideration.

3. Pursuant 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 36,132 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.

4. The stock option was granted on February 14, 2013 for 51,444 shares (the "Issuer Stock Option"), of which 47,947 shares have been exercised. 3,197 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 3,197 multiplied by the Ratio, and a per share exercise price equal to the per share exercise price of the Issuer Stock Option divided by the Ratio, rounded up to the nearest whole cent, vesting on the same terms.

5. The 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.

Remarks:

	/s/ Lora D. Blum, Attorney-in-Fact	12/09/2016
	** 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).
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