Sec Form 4 Filing - LEIGHTON F THOMSON @ AKAMAI TECHNOLOGIES INC - 2016-03-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
LEIGHTON F THOMSON
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
(Last) (First) (Middle)
C/O AKAMAI TECHNOLOGIES, INC., 150 BROADWAY
3. Date of Earliest Transaction (MM/DD/YY)
03/03/2016
(Street)
CAMBRIDGE, MA02142
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share 03/03/2016 M 23,347 A $ 0 159,385 D
Common Stock, par value $.01 per share 02/03/2016 G V 173,889 D $ 0 0 I ( 1 ) See note
Common Stock, par value $.01 per share 2,961,858 I ( 2 ) See note
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 3 ) $ 0 03/03/2016 M 44,094 ( 4 ) ( 5 ) Common Stock 44,094 $ 0 44,094 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEIGHTON F THOMSON
C/O AKAMAI TECHNOLOGIES, INC.
150 BROADWAY
CAMBRIDGE, MA02142
X Chief Executive Officer
Signatures
/s/ James H Hammons, by power of attorney 03/04/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Held by the F. Thomson Leighton 2012 Qualified Annuity Trust. Mr. Leighton disclaims beneficial ownership of shares held by such trust except to the extent of his pecuniary interest therein.
( 2 )Held by the F. Thomson Leighton and Bonnie B. Leighton Revocable Trust dtd 11/3/99. Mr. Leighton disclaims beneficial ownership of shares held by such trust except to the extent of his pecuniary interest therein.
( 3 )Each restricted stock unit ("RSU") represents the right to receive one share of Akamai common stock upon vesting.
( 4 )Vesting of such RSUs is dependent on Akamai's achievement of a specified revenue and operating free cash flow targets for fiscal years 2014 and 2015. To the extent such targets are met, the RSUs vest in two equal 50% installments on each of March 3, 2016 and 2017.
( 5 )Not applicable.

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