Sec Form 4 Filing - Benson James M @ AKAMAI TECHNOLOGIES INC - 2018-02-08

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
Benson James M
2. Issuer Name and Ticker or Trading Symbol
AKAMAI TECHNOLOGIES INC [ AKAM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O AKAMAI TECHNOLOGIES, INC., 150 BROADWAY
3. Date of Earliest Transaction (MM/DD/YY)
02/08/2018
(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 02/09/2018 M 3,932 A $ 0 20,755 D
Common Stock 02/11/2018 M 4,403 A $ 0 25,158 D
Common Stock 02/12/2018 M 2,879 A $ 0 28,037 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 (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 ( 1 ) $ 0 02/08/2018 A 17,282 ( 2 ) 02/09/2021 Common Stock 17,282 $ 0 17,282 D
Restricted Stock Units ( 1 ) $ 0 02/08/2018 A 17,282 ( 3 ) 02/10/2020 Common Stock 17,282 $ 0 17,282 D
Restricted Stock Units ( 1 ) $ 0 02/08/2018 A 8,641 ( 4 ) 02/22/2018 Common Stock 8,641 $ 0 8,641 D
Restricted Stock Units ( 1 ) $ 0 02/09/2018 M 5,637 ( 5 ) 02/11/2020 Common Stock 5,637 $ 0 11,277 D
Restricted Stock Units ( 1 ) $ 0 02/11/2018 M 6,241 ( 6 ) 02/12/2019 Common Stock 6,241 $ 0 6,241 D
Restricted Stock Units ( 1 ) $ 0 02/12/2018 M 4,143 ( 7 ) ( 8 ) Common Stock 4,143 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Benson James M
C/O AKAMAI TECHNOLOGIES, INC.
150 BROADWAY
CAMBRIDGE, MA02142
Chief Financial Officer
Signatures
/s/ James H Hammons Jr, by power of attorney 02/12/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit ("RSU") represents the right to receive one share of Akamai common stock upon vesting.
( 2 )Vesting of such RSUs is dependent on Akamai's achievement of a specified financial performance targets for each of 2018, 2019 and 2020. To the extent such targets are met, the RSUs will vest on the date the company's financial results for 2020 are certified. Amount reported is target amount issuable.
( 3 )Vests as follows: 1/3 on each of February 8, 2019, 2020 and 2021.
( 4 )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 2018, 2019 and 2020. 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 2020 are certified. Amount reported is target issuable.
( 5 )RSUs vest over three years as follows: 33% on each of February 9, 2018, 2019 and 2020.
( 6 )Vesting of such RSUs is dependent on Akamai's achievement of a specified revenue and operating free cash flow targets for fiscal years 2016 and 2017. To the extent such target is met, the RSUs will vest in two equal 50% installments on each of February 11, 2018 and 2019. Amount reported is maximum issuable.
( 7 )RSUs vest over three years as follows: 33% on each of February 12, 2016, 2017 and 2018.
( 8 )Not applicable.

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