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

Akamai Technologies,
Inc.

Common Stock,
$0.01 par value

00971T101

Elliott Associates, L.P.

c/o Elliott Management Corporation

40 West 57th Street

New York, NY 10019

with a copy to:

Eleazer Klein, Esq.
Marc Weingarten, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

December
5, 2017

NAME OF REPORTING PERSON

Elliott Associates, L.P.

(a) x

(b) ¨

SOURCE OF FUNDS

WC

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

1,620,436 (1)

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

1,620,436 (1)

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

1,620,436 (1)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.0%

TYPE OF REPORTING PERSON

PN

NAME OF REPORTING PERSON

Elliott International, L.P.

(a) x

(b) ¨

SOURCE OF FUNDS

WC

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

SOLE VOTING POWER

0

SHARED VOTING POWER

3,443,425 (1)

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

3,443,425 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,443,425 (1)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.0%

TYPE OF REPORTING PERSON

PN

NAME OF REPORTING PERSON

Elliott International Capital Advisors Inc.

SOURCE OF FUNDS

OO

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

-0-

SHARED VOTING POWER

3,443,425 (1)

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

3,443,425 (1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,443,425 (1)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.0%

TYPE OF REPORTING PERSON

CO

ELLIOTT

The business address
of Elliott is 40 West 57th Street, New York, New York 10019.

The principal business
of Elliott is to purchase, sell, trade and invest in securities.

SINGER

Singer’s business
address is 40 West 57th Street, New York, New York 10019.

Singer’s principal
business is to serve as a general partner of Elliott and Capital Advisors, as the president of EICA, and as a managing member of
Special GP.

CAPITAL ADVISORS

The business address
of Capital Advisors is 40 West 57th Street, New York, New York 10019.

The principal business
of Capital Advisors is the furnishing of investment advisory services.  Capital Advisors also serves as a managing member
of Special GP.

The names, business
addresses, and present principal occupation or employment of the general partners of Capital Advisors are as follows:

40 West 57th St.

New York, New York 10019

40 West 57th St.

New York, New York 10019

40 West 57th St.

New York, New York 10019

40 West 57th St.

New York, New York 10019

ELLIOTT SPECIAL
GP, LLC

The business address
of Special GP is 40 West 57th Street, New York, New York 10019.

The principal business
of Special GP is serving as a general partner of Elliott.

The names, business
address, and present principal occupation or employment of the managing members of Special GP are as follows:

40 West 57th St.

New York, New York 10019

40 West 57th St.

New York, New York 10019

40 West 57th St.

New York, New York 10019

ELLIOTT INTERNATIONAL

The business address
of Elliott International is c/o Maples & Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands,
British West Indies.

The principal business
of Elliott International is to purchase, sell, trade and invest in securities.

The name, business
address, and present principal occupation or employment of the general partner of Elliott International is as follows:

c/o Maples & Calder

P.O. Box 309

Ugland House

South Church Street George Town, Cayman Islands

British West Indies

HAMBLEDON

The name, business
address, and present principal occupation or employment of the sole director and executive officer of Hambledon are as follows:

40 West 57th St.

New York, New York 10019

EICA

The business address
of EICA is 40 West 57th Street New York, New York 10019.

The principal business
of EICA is to act as investment manager for Elliott International.

The name, business
address, and present principal occupation or employment of the sole director and executive officer of EICA is as follows:

40 West 57th St.

New York, New York 10019

Elliott Working Capital

The Reporting Persons acquired the securities of
the Issuer because they believe that such securities are significantly undervalued and represent an attractive investment
opportunity. The Reporting Persons believe the Issuer possesses an unmatched network platform which provides a significant
competitive advantage in its ability to deliver, accelerate, optimize and secure global traffic and business applications
over the internet. The Reporting Persons believe the value and potential uses of this platform are not reflected in the
Issuer’s current market value. The Reporting Persons believe that there are numerous operational and strategic opportunities
to maximize shareholder value and the Reporting Persons will be seeking to engage in a dialogue with the Issuer’s Board
of Directors (the “Board“) and management regarding these matters.

The Reporting Persons intend to consider, explore and/or
develop plans and/or make proposals (whether preliminary or final) with respect to, among other things, the
Issuer’s operations, management, Board composition, capital or corporate structure, capital allocation
policies, strategy and plans, and a potential strategic review or sale process involving the Issuer or certain of the
Issuer’s businesses or assets, including transactions in which the Reporting Persons may seek to participate and
potentially engage in, or may change their intention with respect to any and all matters referred to in this Item 4.
The Reporting Persons intend to communicate with the Issuer’s management and Board about a broad range of operational
and strategic matters and to communicate with other shareholders or third parties, including potential acquirers,
service providers and financing sources regarding the Issuer. The Reporting Persons may exchange information with any
such persons pursuant to appropriate confidentiality or similar agreements.

The Reporting Persons intend to review their investment
in the Issuer on a continuing basis and depending upon various factors, including, without limitation, the Issuer’s financial
position and strategic direction, overall market conditions, the outcome of any discussions referenced above, other investment
opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the
purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective
positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions
involving Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon
or relate to the value of securities of the Issuer in the open market or in private transactions, including through a trading
plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable; and/or
(ii) to enter into transactions that increase or hedge their economic exposure to the Common Stock without affecting their beneficial
ownership of shares of Common Stock. In addition, the Reporting Persons may, at any time and from time to time, (i) review or
reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) propose
or consider one or more of the actions described in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

(a)
As of the close of business on December 14, 2017, 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 169,151,738 shares of Common Stock
outstanding, which is the total number of shares of Common Stock outstanding as of November 6, 2017 as reported in the Issuer’s
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the Securities and Exchange Commission
(the “SEC“) on November 8, 2017.

As of the close of business on December 14, 2017, Elliott beneficially owned 1,620,436 shares of Common Stock,
including 980,436 shares of Common Stock underlying Physical
Derivative Agreements that Elliott may be deemed to beneficially own upon satisfaction of certain conditions, constituting 1.0%
of the shares of Common Stock outstanding.

As of the close of business on December 14, 2017, Elliott International beneficially owned 3,443,425 shares
of Common Stock, including 2,083,425 shares of Common
Stock underlying Physical Derivative Agreements that Elliott International may be deemed to beneficially own upon satisfaction
of certain conditions, constituting 2.0% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott
International may be deemed to beneficially own the 3,443,425 shares of Common Stock beneficially owned by Elliott International,
constituting 2.0% of the shares of Common Stock outstanding.

Collectively, Elliott, Elliott International and EICA beneficially own 5,063,861 shares of Common Stock, constituting
approximately 3.0% of the shares of Common Stock outstanding.

Collectively,
Elliott, Elliott International and EICA have economic exposure comparable to approximately 3.5% of the shares of Common Stock outstanding
pursuant to the Cash Derivative Agreements, as disclosed in Item 6.

(b)
Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of the shares of Common Stock
owned directly by it.

Elliott
International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares
of Common Stock owned directly by Elliott International. Information regarding each of Elliott International and EICA is set forth
in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.

(d)
No person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by Elliott.

No
person other than Elliott International and EICA has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott International and EICA.

Elliott and Elliott International
have entered into notional principal amount derivative agreements in the form of physically settled swaps (the
“Physical Derivative Agreements“) with respect to 980,436 and 2,083,425 shares of Common Stock of the
Issuer, respectively, that the Reporting Persons may be deemed to beneficially own upon satisfaction of certain
conditions. Collectively, the Physical Derivative Agreements held by the Reporting Persons represent economic
exposure comparable to an interest in approximately 1.8% of the shares of Common Stock. The counterparties to the
Physical Derivative Agreements are unaffiliated third party financial institutions.

Elliott, through The Liverpool Limited
Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott (“Liverpool“), and Elliott
International have entered into notional principal amount derivative agreements in the form of cash settled swaps (the “Cash
Derivative Agreements“) with respect to 1,912,894 and 4,064,899 shares of Common Stock of the Issuer, respectively (representing
economic exposure comparable to 1.1% and 2.4% of the shares of Common Stock of the Issuer, respectively). Collectively, the Cash
Derivative Agreements held by the Reporting Persons represent economic exposure comparable to an interest in approximately 3.5%
of the shares of Common Stock. The Cash Derivative Agreements provide Elliott and Elliott International with economic results
that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or
dispose of or direct the disposition of the shares that are referenced in the Cash Derivative Agreements (such shares, the “Subject
Shares“). The Reporting Persons disclaim beneficial ownership in the Subject Shares. The counterparties to the Cash Derivative
Agreements are unaffiliated third party financial institutions. In addition, Elliott and Elliott International have sold 320 and
680 put option contracts, respectively, to unaffiliated third party financial institutions which may be settled by such counterparties
by putting Physical Derivative Agreements to Elliott or Elliott International.

On December 15, 2017 Elliott, Elliott International
and EICA entered into a Joint Filing Agreement (the “Joint Filing Agreement“) in which the parties agreed to the
joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent
required by applicable law. The Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Except
as described above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships
with respect to the securities of the Issuer.