0000769993-12-000374.txt : 20120611 0000769993-12-000374.hdr.sgml : 20120611 20120611180319 ACCESSION NUMBER: 0000769993-12-000374 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120607 FILED AS OF DATE: 20120611 DATE AS OF CHANGE: 20120611 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Limelight Networks, Inc. CENTRAL INDEX KEY: 0001391127 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 201677033 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 222 SOUTH MILL AVENUE, 8TH FLOOR CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 602-850-5000 MAIL ADDRESS: STREET 1: 222 SOUTH MILL AVENUE, 8TH FLOOR CITY: TEMPE STATE: AZ ZIP: 85281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS & CO CENTRAL INDEX KEY: 0000769993 STATE OF INCORPORATION: NY FISCAL YEAR END: 1127 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33508 FILM NUMBER: 12901560 BUSINESS ADDRESS: STREET 1: 200 WEST STREET STREET 2: C/O GOLDMAN SACHS & CO CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33508 FILM NUMBER: 12901561 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN, SACHS MANAGEMENT GP GMBH CENTRAL INDEX KEY: 0001232073 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33508 FILM NUMBER: 12901556 BUSINESS ADDRESS: STREET 1: MESSERTURM STREET 2: FRIEDRICH-EBERT-ANLAGE 49 CITY: FRANKFURT AM MAIN, 2M 60323 STATE: 2M ZIP: 00000 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: MESSERTURM STREET 2: FRIEDRICH-EBERT-ANLAGE 49 CITY: FRANKFURT AM MAIN, 2M 60323 STATE: 2M ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS MANAGEMENT GP GMBH DATE OF NAME CHANGE: 20030509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. CENTRAL INDEX KEY: 0001322225 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33508 FILM NUMBER: 12901552 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GS Capital Partners V Institutional L P DATE OF NAME CHANGE: 20050329 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP V ADVISORS, L.L.C. CENTRAL INDEX KEY: 0001359609 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33508 FILM NUMBER: 12901559 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GSCP V ADVISORS, LLC DATE OF NAME CHANGE: 20060417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP V OFFSHORE ADVISORS, L.L.C. CENTRAL INDEX KEY: 0001359610 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33508 FILM NUMBER: 12901558 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GSCP V OFFSHORE ADVISORS LLC DATE OF NAME CHANGE: 20060417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. CENTRAL INDEX KEY: 0001359612 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33508 FILM NUMBER: 12901554 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GS CAPITAL PARTNERS V OFFSHORE FUND LP DATE OF NAME CHANGE: 20060417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS V FUND, L.P. CENTRAL INDEX KEY: 0001359613 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33508 FILM NUMBER: 12901555 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GS CAPITAL PARTNERS V FUND LP DATE OF NAME CHANGE: 20060417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS ADVISORS V, L.L.C. CENTRAL INDEX KEY: 0001359614 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33508 FILM NUMBER: 12901557 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GS ADVISORS V LLC DATE OF NAME CHANGE: 20060417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS V GMBH & CO. KG CENTRAL INDEX KEY: 0001359670 STATE OF INCORPORATION: 2M FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33508 FILM NUMBER: 12901553 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GS CAPITAL PARTNERS V GmbH & CO KG DATE OF NAME CHANGE: 20060417 4 1 llnw420120606gsg_ex.xml X0305 4 2012-06-07 0 0001391127 Limelight Networks, Inc. LLNW 0000886982 GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0000769993 GOLDMAN SACHS & CO 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001359609 GSCP V ADVISORS, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001359610 GSCP V OFFSHORE ADVISORS, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001359614 GS ADVISORS V, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001232073 GOLDMAN, SACHS MANAGEMENT GP GMBH 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001359613 GS CAPITAL PARTNERS V FUND, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001359612 GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001359670 GS CAPITAL PARTNERS V GMBH & CO. KG 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001322225 GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 Common Stock 2012-06-07 4 A 0 51496 2.4 A 30354821 I See footnotes Non-qualified stock options (right to buy) 2.4 2012-06-07 4 A 0 68050 0 A 2022-06-07 Common Stock 68050 68050 I See footnotes This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GSCP V Advisors, L.L.C. ("GSCP Advisors"), GSCP V Offshore Advisors, L.L.C. ("GSCP Offshore Advisors"), GS Advisors V, L.L.C. ("GS Advisors"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Capital Partners V Fund, L.P. ("GS Capital"), GS Capital Partners V Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners V GmbH & Co. KG ("GS Germany"), GS Capital Partners V Institutional, L.P. ("GS Institutional" and, together with GS Capital, GS Offshore and GS Germany, the "Funds") (GS Group, Goldman Sachs, GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS GmbH and the Funds, collectively, the "Reporting Persons"). The 51,496 shares of common stock, par value $0.001 per share (the "Common Stock"), were granted pursuant to Limelight Network, Inc.'s (the "Company") 2007 Equity Incentive Plan, consisting of 25,748 restricted stock units granted to Joseph H. Gleberman and 25,748 restricted stock units granted to Peter J. Perrone, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each grant of 25,748 restricted stock units, if eligible, shall become fully vested and exercisable on the day prior to the Company's 2013 annual shareholder meeting (but in no event later than December 31, 2013), subject to continued board service through such date. Each restricted stock unit represents a contingent right to receive one share of the Company's Common Stock. Each of Mr. Gleberman and Mr. Perrone has an understanding with GS Group pursuant to which such shares are held for the benefit of GS Group. GS Group also may be deemed to beneficially own 29,932 shares of Common Stock that were granted pursuant to the Company's 2007 Equity Incentive Plan on June 9, 2011, consisting of 14,966 restricted stock units granted to Joseph H. Gleberman and 14,966 restricted stock units granted to Peter J. Perrone, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each grant of 14,966 restricted stock units became fully vested and exercisable on June 6, 2012. Each restricted stock unit represents a contingent right to receive one share of the Company's Common Stock. Each of Mr. Gleberman and Mr. Perrone has an understanding with GS Group pursuant to which such shares are held for the benefit of GS Group. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 900 shares of the Company's Common Stock. GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 30,272,493 shares of the Company's Common Stock by reason of the direct ownership of Common Stock by the Funds. Goldman Sachs also holds open short positions of 1,440 shares of Common Stock, reflecting changes due to exempt transactions. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner of the Funds. Goldman Sachs is the investment manager of certain of the Funds. Goldman Sachs is a wholly-owned subsidiary of GS Group. GS Group and Goldman Sachs each disclaims beneficial ownership of the shares of Common Stock owned by the Funds except to the extent of its pecuniary interest therein. GS Capital beneficially owns directly and its general partner, GSCP Advisors, may be deemed to beneficially own indirectly 15,940,283 shares of Common Stock. GSCP Offshore beneficially owns directly and its general partner, GSCP Offshore Advisors, may be deemed to beneficially own indirectly 8,234,087 shares of Common Stock. GS Institutional beneficially owns directly and its general partner, GS Advisors, may be deemed to beneficially own indirectly 5,466,153 shares of Common Stock. GS Germany beneficially owns directly and its general partner, GS GmbH, may be deemed to beneficially own indirectly 631,970 shares of Common Stock. The options to purchase 68,050 shares of Common Stock were granted pursuant to the Company's 2007 Equity Incentive Plan, consisting of 34,025 options granted to Joseph H. Gleberman and 34,025 options granted to Peter J. Perrone, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each grant of 34,025 options is fully vested and exercisable on the day prior to the Company's 2013 annual shareholder meeting (but in no event later than December 31, 2013), subject to continued board service through such date. Each of Joseph H. Gleberman and Peter J. Perrone has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group. /s/ Yvette Kosic, Attorney-in-Fact 2012-06-11 /s/ Yvette Kosic, Attorney-in-Fact 2012-06-11 /s/ Yvette Kosic, Attorney-in-Fact 2012-06-11 /s/ Yvette Kosic, Attorney-in-Fact 2012-06-11 /s/ Yvette Kosic, Attorney-in-Fact 2012-06-11 /s/ Yvette Kosic, Attorney-in-Fact 2012-06-11 /s/ Yvette Kosic, Attorney-in-Fact 2012-06-11 /s/ Yvette Kosic, Attorney-in-Fact 2012-06-11 /s/ Yvette Kosic, Attorney-in-Fact 2012-06-11 /s/ Yvette Kosic, Attorney-in-Fact 2012-06-11