Sec Form 4 Filing - Sordello Steven J @ LINKEDIN CORP - 2014-09-10

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
Sordello Steven J
2. Issuer Name and Ticker or Trading Symbol
LINKEDIN CORP [ LNKD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, Chief Financial Officer
(Last) (First) (Middle)
C/O LINKEDIN CORPORATION, 2029 STIERLIN COURT
3. Date of Earliest Transaction (MM/DD/YY)
09/10/2014
(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 09/10/2014 C( 1 ) 5,000 A 30,917 I See footnote ( 4 )
Class A Common Stock 09/10/2014 S( 5 ) 442 D $ 227.5049 ( 6 ) 30,475 I See footnote ( 4 )
Class A Common Stock 09/10/2014 S( 5 ) 1,877 D $ 228.6298 ( 6 ) 28,598 I See footnote ( 4 )
Class A Common Stock 09/10/2014 S( 5 ) 1,750 D $ 229.8755 ( 6 ) 26,848 I See footnote ( 4 )
Class A Common Stock 09/10/2014 S( 5 ) 931 D $ 230.5174 ( 6 ) 25,917 I See footnote ( 4 )
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. Tran saction 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
Class B Common Stock ( 2 ) ( 3 ) 09/10/2014 C( 1 ) 5,000 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 5,000 $ 0 189,095 I See footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sordello Steven J
C/O LINKEDIN CORPORATION
2029 STIERLIN COURT
MOUNTAIN VIEW, CA94043
SVP, Chief Financial Officer
Signatures
/s/ Lora D. Blum, Attorney-In-Fact 09/11/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.
( 4 )Shares held directly by the Steven & Susan Sordello Revocable Trust dtd 9/19/03 for which the Reporting Person serves as a trustee (the "Trust").
( 5 )Shares were sold pursuant to a duly adopted 10b5-1 trading plan entered into in accordance with the Issuer's insider trading policy. The plan 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.

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