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^*

LEIGHTON F THOMSON

(Last)

(First)

(Middle)

C/O AKAMAI TECHNOLOGIES, INC.

145 BROADWAY

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AKAMAI TECHNOLOGIES INC [ AKAM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2023

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	03/07/2023		P⁽¹⁾		333	A	$75.28⁽²⁾	64,942	D
Common Stock	03/07/2023		M		11,903	A	$0	76,845	D
Common Stock	03/07/2023		F		5,317	D	$74.94	71,528	D
Common Stock	03/08/2023		P⁽¹⁾		334	A	$74.89⁽³⁾	71,862	D
Common Stock								108,358	I⁽⁴⁾	See note
Common Stock								2,218,134	I⁽⁵⁾	See note
Common Stock								20,963	I⁽⁶⁾	See footnote

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)
Restricted Stock Units⁽⁷⁾	$0.0	03/06/2023		A		70,056		⁽⁸⁾	03/07/2026	Common Stock	70,056	$0	70,056	D
Performance Restricted Stock Units⁽⁷⁾	$0.0	03/06/2023		A		42,033		⁽⁹⁾	03/07/2026	Common Stock	42,033	$0	42,033	D
TSR Restricted Stock Units⁽⁷⁾	$0.0	03/06/2023		A		28,022		⁽¹⁰⁾	03/07/2026	Common Stock	28,022	$0	28,022	D
Restricted Stock Units⁽⁷⁾	$0.0	03/07/2023		M			11,903	⁽⁸⁾	03/08/2025	Common Stock	11,903	$0	23,808	D

Explanation of Responses:

1. Purchase was made pursuant to a Rule 10b5-1 Plan adopted by Mr. Leighton on November 10, 2022.

2. The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $75.27 to $75.28, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $74.79 to $74.92, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

4. Held by the TBL Foundation of which Mr. Leighton serves as a trustee.

5. Held by the F. Thomson Leighton and Bonnie B. Leighton Revocable Trust dtd 11/3/99 of which Mr. Leighton serves as a trustee. Mr. Leighton disclaims beneficial ownership of shares held by such trust except to the extent of his pecuniary interest therein.

6. Held by the David T. Leighton Trust of which F. Thomson Leighton is a trustee. F. Thomson Leighton disclaims beneficial ownership of shares held by such trust.

7. Each restricted stock unit ("RSU") represents the right to receive one share of Akamai common stock upon vesting.

8. RSUs vest over three years in equal installments on the first, second and third anniversaries of the grant date.

9. Vesting of such RSUs is dependent on Akamai's achievement of a specified financial performance targets for each of 2023, 2024 and 2025. To the extent such targets are met, the RSUs will vest on the date the company's financial results for 2025 are certified. Amount reported is target issuable.

10. Vesting of such RSUs is dependent on the relative cumulative total shareholder return of Akamai's common stock as compared to the S&P 500 Information Technology Index for 2023, 2024 and 2025. To the extent the company's total shareholder return exceeds specified target percentile rankings within such index, the RSUs will vest in full on the date the company's financial results for 2025 are certified. Amount reported is target issuable.

Remarks:

	/s/ Thomas M. Lair, by power of attorney	03/08/2023
	** 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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