FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hoffman Reid
2. Issuer Name and Ticker or Trading Symbol

LINKEDIN CORP [ LNKD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O LINKEDIN CORPORATION, 1000 WEST MAUDE AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

8/17/2016
(Street)

SUNNYVALE, CA 94085
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock   8/17/2016     C   V 900000   A   (1) 900000   I   See footnote   (2)
Class A Common Stock   8/17/2016     G   V 900000   D $0.00   0   I   See footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock     (1) 8/17/2016     C     V    900000      (1)   (1) Common Stock   900000   $0.00   13589899   I   See footnote   (2)
Class B Common Stock     (3) 12/8/2016     D         13589899      (3)   (3) Common Stock   13589899     (4) 0   I   See footnote   (2)

Explanation of Responses:
( 1)  900,000 shares of Class B Common Stock were converted into 900,000 shares of Class A Common Stock at the election of the Reporting Person and had no expiration date.
( 2)  Shares held directly by the Reid Hoffman and Michelle Yee Living Trust dated October 27, 2009 for which 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.
( 3)  The shares of Class B Common Stock were cancelled pursuant to the Agreement and Plan of Merger, dated June 11, 2016, between the Issuer, Microsoft Corporation and Liberty Merger Sub Inc. (the "Merger Agreement") in exchange for a cash payment of $196 per share (the "Merger Consideration") and had no expiration date.
( 4)  Disposed of pursuant to the Merger Agreement, in exchange for the Merger Consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hoffman Reid
C/O LINKEDIN CORPORATION
1000 WEST MAUDE AVENUE
SUNNYVALE, CA 94085
X X

Reid Hoffman & Michelle Yee Living Trust
C/O LINKEDIN CORPORATION
1000 WEST MAUDE AVENUE
SUNNYVALE, CA 94085

X


Signatures
/s/ Lora D. Blum, Attorney-In-Fact 12/9/2016
** 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 4(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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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