Sec Form 4 Filing - WEINER JEFF @ LINKEDIN CORP - 2014-02-28

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 WEINER JEFF 2. Issuer Name and Ticker or Trading Symbol LINKEDIN CORP [ LNKD] 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 LINKEDIN CORPORATION, 2029 STIERLIN COURT 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2014 (Street) MOUNTAIN VIEW, CA94043 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 Class A Common Stock 02/28/2014 A 50,179 ( 1 ) A $ 0 218,162 D Class A Common Stock 03/04/2014 C( 2 ) 37,000 A $ 0 ( 3 ) ( 4 ) 255,162 D Class A Common Stock 03/04/2014 S( 5 ) 7,342 D $ 203.2747 ( 6 ) 247,820 D Class A Common Stock 03/04/2014 S( 5 ) 14,824 D $ 204.254 ( 6 ) 232,996 D Class A Common Stock 03/04/2014 S( 5 ) 10,889 D $ 205.022 ( 6 ) 222,107 D Class A Common Stock 03/04/2014 S( 5 ) 3,745 D $ 206.1365 ( 6 ) 218,362 D Class A Common Stock 03/04/2014 S( 5 ) 200 D $ 206.755 ( 6 ) 218,162 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 Employee Stock Option (Right to Buy) $ 204.04 02/28/2014 A 43,011 ( 7 ) 02/28/2024 Class A Common Stock 43,011 $ 0 43,011 D Employee Stock Option (Right to Buy) $ 2.32 03/04/2014 M 37,000 ( 8 ) 02/24/2019 Class B Common Stock 37,000 $ 0 916,911 D Class B Common Stock ( 3 ) ( 4 ) 03/04/2014 M 37,000 ( 3 )( 4 ) ( 3 )( 4 ) Class A Common Stock 37,000 $ 0 37,000 D Class B Common Stock ( 3 ) ( 4 ) 03/04/2014 C 37,000 ( 3 )( 4 ) ( 3 )( 4 ) Class A Common Stock 37,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WEINER JEFF C/O LINKEDIN CORPORATION 2029 STIERLIN COURT MOUNTAIN VIEW, CA94043 X Chief Executive Officer Signatures /s/ Lora Blum, Attorney-In-Fact 03/04/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported shares are represented by restricted stock units ("RSUs"). The RSUs vest six and one-quarter percent (6.25%) beginning on May 15, 2014 and 6.25% of the RSus will vest on each subsequent Company Vest Date until all of the grant is vested. "Company Vest Dates" are defined as February 15, May 15, August 15 and November 15 of each year (to the extent that any of the Company Vest Dates fall on a weekend or Company holiday, that Company Vest Date will be the first business day following the relevant Company Vest Date). ( 2 )Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock at the election of the Reporting Person. ( 3 )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. ( 4 )In addition to the events set forth in footnote 3, 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. ( 5 )Shares were sold pursuant to a duly adopted 10b5-1 trading plan entered into in accordance with the Issuer's insider trading policy and provides for periodic sales as part of a liquidity and diversification strategy. ( 6 )The sales price reported is the weighted average sale price for the number of shares sold. Full information regarding the number of shares sold at each separate price will be supplied upon request by the Securities & Exchange Commission staff, the Issuer or a security holder of the Issuer. ( 7 )Shares subject to the option vest in 48 equal monthly installments beginning on February 28, 2014. ( 8 )Shares subject to the option vest in 48 equal monthly installments beginning on January 15, 2009.

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* If the form is filed by more than one reporting person, see In struction 4(b)(v).

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