0001181431-12-014740.txt : 20120306 0001181431-12-014740.hdr.sgml : 20120306 20120306162508 ACCESSION NUMBER: 0001181431-12-014740 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120302 FILED AS OF DATE: 20120306 DATE AS OF CHANGE: 20120306 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LINKEDIN CORP CENTRAL INDEX KEY: 0001271024 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2029 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-687-3600 MAIL ADDRESS: STREET 1: 2029 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: LINKEDIN Corp DATE OF NAME CHANGE: 20101001 FORMER COMPANY: FORMER CONFORMED NAME: LINKEDIN LTD DATE OF NAME CHANGE: 20031121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL XI CENTRAL INDEX KEY: 0001228834 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35168 FILM NUMBER: 12670655 BUSINESS ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508543927 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA TECHNOLOGY PARTNERS XI CENTRAL INDEX KEY: 0001261133 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35168 FILM NUMBER: 12670654 BUSINESS ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508543927 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL XI PRINCIPALS FUND CENTRAL INDEX KEY: 0001261134 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35168 FILM NUMBER: 12670653 BUSINESS ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508543927 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SC XI MANAGEMENT LLC CENTRAL INDEX KEY: 0001261135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35168 FILM NUMBER: 12670656 BUSINESS ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508543927 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 3000 SAND HILL RD, BLDG 4-180 CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 rrd337353.xml FORM 4 X0304 4 2012-03-02 0 0001271024 LINKEDIN CORP LNKD 0001261135 SC XI MANAGEMENT LLC 3000 SAND HILL ROAD, 4-250 MENLO PARK CA 94025 0 0 1 0 0001228834 SEQUOIA CAPITAL XI 3000 SAND HILL ROAD, 4-250 MENLO PARK CA 94025 0 0 1 0 0001261133 SEQUOIA TECHNOLOGY PARTNERS XI 3000 SAND HILL ROAD, 4-250 MENLO PARK CA 94025 0 0 1 0 0001261134 SEQUOIA CAPITAL XI PRINCIPALS FUND 3000 SAND HILL ROAD, 4-250 MENLO PARK CA 94025 0 0 1 0 Class A Common Stock 2012-03-02 4 C 0 1477563 A 1477563 I See footnote Class A Common Stock 2012-03-02 4 J 0 1477563 0 D 0 I See footnote Class A Common Stock 2012-03-02 4 C 0 47016 A 47016 I See footnote Class A Common Stock 2012-03-02 4 J 0 47016 0 D 0 I See footnote Class A Common Stock 2012-03-02 4 C 0 159421 A 159421 I See footnote Class A Common Stock 2012-03-02 4 J 0 159421 0 D 0 I See footnote Class B Common Stock 2012-03-02 4 C 0 1477563 0 D Class A Common Stock 1477563 10343214 I See footnote Class B Common Stock 2012-03-02 4 C 0 47016 0 D Class A Common Stock 47016 329118 I See footnote Class B Common Stock 2012-03-02 4 C 0 159421 0 D Class A Common Stock 159421 1115977 I See footnote Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock. 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. 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. Shares held directly by Sequoia Capital XI, LP ("SC XI"). SC XI Management, LLC ("SC XI LLC"), the general partner of SC XI, may be deemed to share voting and dispositive power with respect to the shares held by SC XI. Each of these entities disclaims beneficial ownership of the securities held by SC XI except to the extent of any pecuniary interest therein. Shares held directly by Sequoia Technology Partners XI, LP ("STP XI"). SC XI LLC, the general partner of STP XI, may be deemed to share voting and dispositive power with respect to the shares held by STP XI. Each of these entities disclaims beneficial ownership of the securities held by STP XI except to the extent of any pecuniary interest therein. Shares held directly by Sequoia Capital XI Principals Fund, LLC ("SC XI PF"). SC XI LLC, the managing member of SC XI PF, may be deemed to share voting and dispositive power with respect to the shares held by SC XI PF. Each of these entities disclaims beneficial ownership of the securities held by SC XI PF except to the extent of any pecuniary interest therein. 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. /s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SC XI Management, LLC 2012-03-06 /s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Capital XI, LP 2012-03-06 /s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Technology Partners XI, LP 2012-03-06 /s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SC XI Management, LLC, the Managing Member of Sequoia Capital XI Principal Fund, LLC 2012-03-06