0001181431-11-030830.txt : 20110518 0001181431-11-030830.hdr.sgml : 20110518 20110518175535 ACCESSION NUMBER: 0001181431-11-030830 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110518 FILED AS OF DATE: 20110518 DATE AS OF CHANGE: 20110518 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MORITZ MICHAEL J CENTRAL INDEX KEY: 0001201045 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35168 FILM NUMBER: 11855859 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LINKEDIN CORP CENTRAL INDEX KEY: 0001271024 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2029 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-687-3600 MAIL ADDRESS: STREET 1: 2029 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: LINKEDIN Corp DATE OF NAME CHANGE: 20101001 FORMER COMPANY: FORMER CONFORMED NAME: LINKEDIN LTD DATE OF NAME CHANGE: 20031121 3 1 rrd311775.xml FORM 3 X0203 3 2011-05-18 0 0001271024 LINKEDIN CORP LNKD 0001201045 MORITZ MICHAEL J 3000 SAND HILL ROAD, 4-250 MENLO PARK CA 94025 1 0 1 0 Series A Convertible Preferred Stock Common Stock 11638200 I See footnote Series A Convertible Preferred Stock Common Stock 1253655 I See footnote Series A Convertible Preferred Stock Common Stock 371073 I See footnote Series B Convertible Preferred Stock Common Stock 3061251 I See footnote Series B Convertible Preferred Stock Common Stock 332268 I See footnote Series B Convertible Preferred Stock Common Stock 96678 I See footnote Series D Convertible Preferred Stock Common Stock 76452 I See footnote Series D Convertible Preferred Stock Common Stock 8317 I See footnote Series D Convertible Preferred Stock Common Stock 2415 I See footnote The Series A Convertible Preferred Stock shall automatically convert 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 has no expiration date. Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock Shares held directly by Sequoia Capital XI, LP ("SC XI"). The Reporting Person is a Managing Member of SC XI Management, LLC ("SC XI LLC"), the general partner of SC XI, and may be deemed to share voting and dispositive power with respect to the shares held by SC XI. The Reporting Person disclaims beneficial ownership of the securities held by SC XI except to the extent of his pecuniary interest therein. Shares held directly by Sequoia Capital XI Principals Fund, LLC ("SC XI PF"). The Reporting Person is a Managing Member of SC XI LLC, the managing member of SC XI PF, and may be deemed to share voting and dispositive power with respect to the shares held by SC XI PF. The Reporting Person disclaims beneficial ownership of the securities held by SC XI PF except to the extent of his pecuniary interest therein. Shares held directly by Sequoia Technology Partners XI, LP ("STP XI"). The Reporting Person is a Managing Member of SC XI LLC, the general partner of STP XI, and may be deemed to share voting and dispositive power with respect to the shares held by STP XI. The Reporting Person disclaims beneficial ownership of the securities held by STP XI except to the extent of his pecuniary interest therein. The Series B Convertible Preferred Stock shall automatically convert 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 has no expiration date. The Series D Convertible Preferred Stock shall automatically convert 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 has no expiration date. Exhibit 24 - Power of Attorney /s/ Melinda Dunn, by power of attorney 2011-05-18 EX-24. 2 rrd279588_315609.htm POWER OF ATTORNEY rrd279588_315609.html 
                                                                      Exhibit 24
                         LIMITED POWER OF ATTORNEY
                                       FOR
                              SECTION 16(a) FILINGS

         Know all by these presents, that the undersigned hereby constitutes and
appoints Melinda Dunn the undersigned's true and lawful attorney-in-fact to:

         (1)    Execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer, director and/or
                stockholder of any corporation or other person in which an
                investment fund affiliated with Sequoia Capital Operations,
                LLC makes an investment (each, a "Company"), Forms 3, 4, and 5
                and amendments thereto in accordance with Section 16(a) of the
                Securities Exchange Act of 1934 and the rules thereunder;

         (2)    Do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete
                and execute any such Form 3, 4, or 5 or amendment thereto and
                timely file such form with the United States Securities and
                Exchange Commission (the "SEC") and any stock exchange or
                similar authority; and

         (3)    Take any other action of any type whatsoever which, in the
                opinion of such attorney-in-fact, may be necessary or
                desirable in connection with the foregoing authority, it being
                understood that the documents executed by such
                attorney-in-fact on behalf of the undersigned pursuant to this
                Limited Power of Attorney shall be in such form and shall
                contain such terms and conditions as such attorney-in-fact may
                approve.

         The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever required,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming, nor is any Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.

         This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and 5 with
respect to any Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact. This Limited Power of
Attorney may be filed with the SEC as a confirming statement of the authority
granted herein.

                            [Signature Page Follows]

         IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of this 24th day of August, 2009.

By: /s/ Michael Moritz
    -------------------------------
Michael Moritz