13D Filing: Elliott Associates, L.P. and Akamai Technologies Inc (AKAM)

Page 6 of 8 – SEC Filing

In
addition, the Cooperation Agreement provides that the Reporting Persons will vote their Common Stock during the Restricted Period
in favor of the Issuer’s nominees who are members of the Board as of the date of the Cooperation Agreement and other proposals
at each annual meeting of shareholders during the Restricted Period, subject to certain exceptions.

The
foregoing summary of the Cooperation Agreement is not complete and is qualified in its entirety by the full text of the Cooperation
Agreement, which is included as Exhibit 1 hereto and is incorporated by reference.

Item 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety by the following:

(a)
As of the date hereof, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer
of approximately 6.5% of the shares of Common Stock outstanding.

 

The
aggregate percentage of Common Stock reported owned by each person named herein is based upon 170,031,585 shares of Common
Stock outstanding, which is the total number of shares of Common Stock outstanding as of February 22, 2018, as reported
in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on March 1,
2018.

As
of the date hereof, Elliott beneficially owned 2,168,473 shares of Common Stock, including (i) 1,197,273 shares of Common Stock
underlying Physical Derivative Agreements that Elliott may be deemed to beneficially own upon satisfaction of certain conditions
and (ii) option contracts which may be exercisable into 331,200 shares of Common Stock that Elliott may be deemed to beneficially
own upon satisfaction of certain conditions, constituting 1.3% of the shares of Common Stock outstanding.

As
of the date hereof, Elliott International beneficially owned 4,608,004 shares of Common Stock, including (i) 2,544,204 shares of
Common Stock underlying Physical Derivative Agreements that Elliott International may be deemed to beneficially own upon satisfaction
of certain conditions and (ii) option contracts which may be exercisable into 703,800 shares of Common Stock that Elliott International
may be deemed to beneficially own upon satisfaction of certain conditions, constituting 2.7% of the shares of Common Stock outstanding.
EICA, as the investment manager of Elliott International may be deemed to beneficially own the 4,608,004 shares of Common Stock
beneficially owned by Elliott International, constituting 2.7% of the shares of Common Stock outstanding.

Collectively,
Elliott, Elliott International and EICA beneficially own 6,776,477 shares of Common Stock, constituting approximately 4.0% of the
shares of Common Stock outstanding.

Collectively,
Elliott, Elliott International and EICA have economic exposure comparable to approximately 6.5% of the shares of Common Stock outstanding
pursuant to the Cash Derivative Agreements and options exercisable into Cash Derivative Agreements, as disclosed in Item 6.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended and restated by the addition of the following:

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