Home > Insider Trading > Filing (0001181431-11-033001)

Filing Details

Accession Number:: 0001181431-11-033001
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-05-26 19:28:06
Reporting Period:: 2011-05-24

Filing Date:: 2011-05-26
Accepted Time:: 2011-05-26 18:28:06
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1271024	Linkedin Corp	LNKD	Services-Computer Programming, Data Processing, Etc. (7370)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1519339	Reid Hoffman	C/O Linkedin Corporation 2029 Stierlin Court Mountain View CA 94043		Yes	No	Yes	No
1521103	Trust Living Yee Michelle & Hoffman Reid	C/O Linkedin Corporation 2029 Stierlin Court Mountain View CA 94043		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2011-05-24	2,028,942	$0.00	19,066,032	No	4	C	Indirect	See footnote
Common Stock	Disposition	2011-05-24	19,066,032	$0.00	0	No	4	J	Indirect	See footnote
Class A Common Stock	Acquisiton	2011-05-24	115,335	$0.00	115,335	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2011-05-24	115,335	$41.85	0	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	S	Indirect	See footnote

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Disposition	2011-05-24	2,028,942	$0.00	2,028,942	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2011-05-24	19,066,032	$0.00	19,066,032	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2011-05-24	115,335	$0.00	115,335	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
19,066,032	No	4	J	Indirect
18,950,697	No	4	C	Indirect

Footnotes

Each share of Common Stock shall be reclassified into one share of Class B Common Stock following the conversion of the Series A Convertible Preferred Stock and immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.
The Series A Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date.
Shares held directly by the Reid Hoffman and Michelle Yee Living Trust dated October 27, 2009 for which the Mr. Hoffman and his spouse serve as trustees (the "Living Trust"). Mr. Hoffman retains sole voting and dispositive power with respect to the shares held by the Living Trust.
Following the conversion of the Series A Convertible Preferred Stock and immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock.
Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock automatically converted into one share of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering.
Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock. The Living Trust sold shares to the Underwriters in connection with the sale of shares of Class A Common Stock by the Living Trust in the Issuer's initial public offering.
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. 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.
In addition to the disclosure in footnote (7) above, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) the date specified by affirmative vote or written consent of the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, (ii) any transfer, whether or not for value, (subject to certain exceptions), or (iii) in the event of the death or permanent mental disability (in each case, as defined in the amended and restated certificate of incorporation of the Issuer) of Mr. Hoffman, shares of Class B Common Stock held by him or his permitted estate planning entities will convert to Class A Common Stock, provided that the conversion will be deferred for up to nine months following his death or permanent mental disability so long as exclusive voting control of his shares of Class B Common Stock is being exercised by a group of voting trustees previously approved by the Issuer's board of directors.