Sec Form 4 Filing - Gamson Michael @ LINKEDIN CORP - 2016-12-08

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
Gamson Michael
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, Global Solutions
(Last) (First) (Middle)
C/O LINKEDIN CORPORATION, 1000 WEST MAUDE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
12/08/2016
(Street)
SUNNYVALE, CA94085
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 12/08/2016 D 4,106 ( 1 ) D 0 D
Class A Common Stock 12/08/2016 D 55,851 D 0 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
Class B Common Stock ( 4 ) 12/08/2016 D 106,668 ( 4 ) ( 4 ) Class A Common Stock 106,668 ( 2 ) 0 D
Employee Stock Option (Right to Buy) $ 19.63 12/08/2016 D 4 ( 5 ) 02/16/2012 02/16/2021 Class A Common Stock 4 ( 6 ) 0 D
Employee Stock Option (Right to Buy) $ 170.46 12/08/2016 D 35,461 ( 7 ) 04/01/2015 04/01/2023 Class A Common Stock 35,461 ( 6 ) 0 D
Employee Stock Option (Right to Buy) $ 204.04 12/08/2016 D 17,676 02/28/2015 02/28/2024 Class A Common Stock 17,676 ( 8 ) 0 D
Employee Stock Option (Right to Buy) $ 267.2 12/08/2016 D 15,018 03/01/2015 03/01/2025 Class A Common Stock 15,018 ( 8 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gamson Michael
C/O LINKEDIN CORPORATION
1000 WEST MAUDE AVENUE
SUNNYVALE, CA94085
SVP, Global Solutions
Signatures
/s/ Lora D. Blum, Attorney-In-Fact 12/09/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Class A Common Stock were cancelled pursuant to the Agreement and Plan of Merger, dated June 11, 2016, between the Issuer, Microsoft Corporation and Liberty Merger Sub Inc. (the "Merger Agreement") in exchange for a cash payment of $196 per share (the "Merger Consideration").
( 2 )Disposed of pursuant to the Merger Agreement, in exchange for the Merger Consideration.
( 3 )Pursuant to the Merger Agreement, unvested restricted stock units ("RSUs") were substituted with RSUs for a number of shares of Microsoft Corporation common stock equal to 55,851 multiplied by a fraction, the numerator of which is the Merger Consideration, and the denominator of which is the volume weighted average price per share of Microsoft Corporation common stock on Nasdaq for the five consecutive trading days ending with December 7, 2016 (the "Ratio"), rounded down to the nearest whole share, vesting on the same terms.
( 4 )The shares of Class B Common Stock were cancelled pursuant to the Merger Agreement in exchange for the Merger Consideration.
( 5 )The stock option was granted on February 16, 2011 for 369,906 shares, of which 369,902 shares have been exercised. 4 vested shares subject to the stock option were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the stock option, multiplied by (y) the number of disposed vested stock option shares.
( 6 )The stock option was cancelled pursuant to the Merger Agreement in exchange for a cash payment price equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed vested stock option shares.
( 7 )The stock option was granted on March 1, 2013 for 35,461 shares (the "Issuer Stock Option"). 14,775 vested shares subject to the Issuer Stock Option were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the Issuer Stock Option (the "Exercise Price"), multiplied by (y) the number of disposed vested stock option shares. 20,686 unvested shares subject to the Issuer Stock Option were substituted by Microsoft Corporation with an option to purchase a number of shares of Microsoft Corporation common stock equal to 20,686 multiplied by the Ratio, and a per share exercise price equal to the Exercise Price divided by the Ratio, rounded up to the nearest whole cent, vesting on the same terms.
( 8 )The stock option was cancelled pursuant to the Merger Agreement, whereby the per share exercise price of the stock option is equal to or greater than the Merger Consideration.

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