SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Sze David L

(Last)

(First)

(Middle)

2550 SAND HILL ROAD

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/18/2011

3. Issuer Name and Ticker or Trading Symbol
LINKEDIN CORP [ LNKD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	12,224,160	⁽¹⁾	I	See footnote⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	1,396,080	⁽¹⁾	I	See footnote⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	340,554	⁽¹⁾	I	See footnote⁽⁵⁾
Series D Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽²⁾	76,339	⁽⁶⁾	I	See footnote⁽³⁾
Series D Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽²⁾	8,718	⁽⁶⁾	I	See footnote⁽⁴⁾
Series D Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock⁽²⁾	2,127	⁽⁶⁾	I	See footnote⁽⁵⁾

Explanation of Responses:

1. 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.

2. 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.

3. Shares held directly by Greylock XI Limited Partnership ("GXILP"). The Reporting Person is a general partner of Greylock XI GP Limited Partnership ("GXIGPLP"), the general partner of GXILP, and may be deemed to share voting and dispositive power with respect to the shares held by GXILP. The Reporting Person disclaims beneficial ownership of the securities held by GXILP except to the extent of his individual pecuniary interest therein.

4. Shares held directly by Greylock XI Principals LLC (GXILLC). The Reporting Person is a participant in GXILLC may be deemed to share voting and dispositive power with respect to the shares held by GXILLC. The Reporting Person disclaims beneficial ownership of the securities held by GXILLC except to the extent of his individual pecuniary interest therein.

5. Shares held directly by Greylock XI-A Limited Partnership ("GXIALP"). The Reporting Person is a general partner of GXIGPLP, the general partner of GXIALP, and may be deemed to share voting and dispositive power with respect to the shares held by GXIALP. The Reporting Person disclaims beneficial ownership of the securities held by GXIALP except to the extent of his individual pecuniary interest therein.

6. 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.

	/s/ David Sze	05/18/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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