0001181431-11-033006.txt : 20110526 0001181431-11-033006.hdr.sgml : 20110526 20110526183309 ACCESSION NUMBER: 0001181431-11-033006 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110524 FILED AS OF DATE: 20110526 DATE AS OF CHANGE: 20110526 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nishar Dipchand CENTRAL INDEX KEY: 0001519500 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35168 FILM NUMBER: 11875652 MAIL ADDRESS: STREET 1: C/O LINKEDIN CORPORATION STREET 2: 2029 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 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 4 1 rrd313093.xml FORM 4 X0303 4 2011-05-24 0 0001271024 LINKEDIN CORP LNKD 0001519500 Nishar Dipchand C/O LINKEDIN CORPORATION 2029 STIERLIN COURT MOUNTAIN VIEW CA 94043 0 1 0 0 SVP Products & User Experience Common Stock 2011-05-24 4 J 0 228511 D 0 I See footnote Common Stock 2011-05-24 4 J 0 47382 D 0 I See footnote Common Stock 2011-05-24 4 J 0 47382 D 0 I See footnote Class A Common Stock 2011-05-24 4 C 0 25000 D 25000 I See footnote Class A Common Stock 2011-05-24 4 S 0 25000 41.85 D 0 I See footnote Class B Common Stock 2011-05-24 4 J 0 228511 0 A Class A Common Stock 228511 228511 I See footnote Class B Common Stock 2011-05-24 4 J 0 47382 0 A Class A Common Stock 47382 47382 I See footnote Class B Common Stock 2011-05-24 4 J 0 47382 0 A Class A Common Stock 47382 47382 I See footnote Class B Common Stock 2011-05-24 4 C 0 25000 0 D Class A Common Stock 25000 203511 I See footnote Employee Stock Option (right to buy) 2.32 2011-05-24 4 J 0 456725 0 D 2019-02-24 Common Stock 456725 0 D Employee Stock Option (right to buy) 2.32 2011-05-24 4 J 0 456725 0 A 2019-02-24 Class B Common Stock 456725 456725 D Employee Stock Option (right to buy) 3.5 2011-05-24 4 J 0 70000 0 D 2019-11-05 Common Stock 70000 0 D Employee Stock Option (right to buy) 3.5 2011-05-24 4 J 0 70000 0 A 2019-11-05 Class B Common Stock 70000 70000 D Employee Stock Option (right to buy) 3.5 2011-05-24 4 J 0 120000 0 D 2019-11-05 Common Stock 120000 0 D Employee Stock Option (right to buy) 3.5 2011-05-24 4 J 0 120000 0 A 2019-11-05 Class B Common Stock 120000 120000 D 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. Shares held directly by the Nishar Family Trust dated October 8, 2008 for which the Reporting Person and his spouse serve as trustees. Shares held directly by the Dipchand V. Nishar 2009 Grantor Retained Annuity Trust dated December 2, 2009 for which the Reporting Person serves as trustee. Shares held directly by the Rashmi D. Nishar 2009 Grantor Retained Annuity Trust dated December 2, 2009 for which the Reporting Person's spouse serves as trustee. Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock. The Reporting Person sold shares to the Underwriters in connection with the sale of shares of Class A Common Stock by the Reporting Person 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. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common stock upon (i) the date specified by the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, (ii) any transfer (subject to certain exceptions), or (iii) the death of a natural person holding Class B Common Stock, the Class B Common Stock held by that person or his or her permitted estate planning entities will convert automatically into Class A Common Stock. 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. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock underlying the reported option automatically converted into one share of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering. The option, representing a right to purchase a total of 780,000 shares, was exercised in part prior to the date on which the Reporting Person became subject to Section 16. One-fourth of the shares subject to the option vested on January 5, 2010 and one forty-eighth of the shares vest monthly thereafter. One-fourth of the shares subject to the option vested on November 5, 2010 and one forty-eighth of the shares vest monthly thereafter. Shares subject to the option vest in twelve equal monthly installments beginning on December 5, 2012. /s/ Lora Blum, by power of attorney 2011-05-26