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^*

Hatfield David

(Last)

(First)

(Middle)

C/O LIMELIGHT NETWORKS, INC.

2220 W. 14ST STREET

(Street)

TEMPE

85821

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Limelight Networks, Inc. [ LLNW ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP Products, Mrkting & Sales

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2008

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)
Common Stock	05/13/2008		A		337,500	A	⁽¹⁾	337,500	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)	$6.22	05/13/2008		D			450,000	⁽²⁾	04/02/2017	Common Stock	450,000	⁽¹⁾	0	D
Employee Stock Option (Right to Buy)	$12	05/13/2008		D			187,500	⁽²⁾	04/02/2017	Common Stock	187,500	⁽¹⁾	0	D
Employee Stock Option (Right to Buy)	$12	05/13/2008		D			37,500	⁽³⁾	04/02/2017	Common Stock	37,500	⁽¹⁾	0	D

Explanation of Responses:

1. On May 13, 2008, the Issuer cancelled, three (3) options granted to the Reporting Person on April 2, 2007. In exchange for the options, the Reporting Person received an aggregate of 337,500 restricted stock units (RSUs) of which 318,750 of the RSUs shall vest in six (6) equal bi-annual installments beginning on December 1, 2008 such that 318,750 of the RSUs shall be fully vested no later than June 1, 2011, and the remaining 18,750 of the RSUs shall vest according to the achievement of certain sales milestones. Each restricted stock unit represents a contingent right to receive one (1) share of the Issuer's Common Stock.

2. The cancelled options provided for a vesting of one-fourth (1/4th) of the shares subject to the option shall vest on the one (1) month anniversary of the vesting commencement date of April 2, 2007 and one forty-eighth (1/48th) monthly thereafter.

3. The cancelled option provided for a performance based vesting.

	/s/ Yvonne Martinez, Attorney-in-Fact	05/13/2008
	** 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).
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