SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of our common stock as of June 30, 2016 as to (1) each person who is known by us to beneficially own more than 5% of any class of our outstanding common stock; (2) each of the named executive officers; (3) each director; and (4) all directors and executive officers as a group. Unless otherwise indicated, the address of each listed stockholder is c/o LinkedIn Corporation, 2029 Stierlin Court, Mountain View, CA 94043.
Applicable percentage ownership is based on 119,163,762 shares of Class A common stock and 15,559,383 shares of Class B common stock outstanding at June 30, 2016. In computing the number of shares of stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares subject to options held by that person that are currently exercisable or exercisable within 60 days of June 30, 2016, and shares issuable upon the vesting of restricted stock units within 60 days of June 30, 2016. However, we did not deem these shares to be outstanding for the purpose of computing the percentage ownership of any other person.
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Class A common stock |
Class B common stock† |
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% of Total Voting Power# |
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Name of Beneficial Owner
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Shares | % | Shares | % | ||||||||||||
5% Stockholders: |
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Reid Hoffman and Michelle Yee, Trustees of the Reid Hoffman and Michelle Yee Living Trust dated October 27, 2009(1) |
— | — | 14,678,356 | 93.2 | 53.1 | |||||||||||
T. Rowe Price Associates, Inc.(2) |
9,410,966 | 7.9 | — | — | 3.4 | |||||||||||
Prudential Financial, Inc.(3) |
6,847,019 | 5.7 | — | — | 2.5 | |||||||||||
Sands Capital Management Inc.(4) |
6,604,158 | 5.5 | — | — | 2.4 | |||||||||||
Jennison Associates LLC(5) |
6,561,011 | 5.5 | — | — | 2.4 | |||||||||||
Capital World Investors(6) |
4,513,883 | 3.8 | — | — | 1.6 | |||||||||||
Named Executive Officers and Directors: |
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Jeffrey Weiner(7) |
440,353 | * | 480,120 | 3.0 | 1.9 | |||||||||||
Steven Sordello(8) |
105,104 | * | 129,095 | * | * | |||||||||||
Michael Callahan(9) |
28,104 | * | — | — | * | |||||||||||
Michael Gamson(10) |
36,457 | * | 107,667 | * | * | |||||||||||
J. Kevin Scott(11) |
42,910 | * | — | — | * | |||||||||||
A. George "Skip" Battle(12) |
17,634 | * | 5,554 | * | * | |||||||||||
Reid Hoffman(13) |
— | — | 14,678,356 | 93.2 | 53.1 | |||||||||||
Leslie Kilgore(14) |
9,818 | * | 37,500 | * | * | |||||||||||
Stanley Meresman(15) |
7,788 | * | 3,032 | * | * | |||||||||||
Michael Moritz(16) |
671,620 | * | — | — | * | |||||||||||
David Sze(17) |
30,938 | * | — | — | * | |||||||||||
All executive officers and directors as a group (12 persons)(18) |
1,403,056 | 1.2 | 15,441,324 | 95.1 | 55.3 | |||||||||||
- †
- Options to purchase Class B common stock included in this table may be early exercisable, and to the
extent such shares of Class B common stock are unvested as of a given date, such Class B common stock will remain subject to a right of repurchase held by us. The Class B common
stock is convertible at any time by the holder into shares of Class A common stock on a share-for-share basis, such that each holder of Class B common stock beneficially owns an
equivalent number of Class A common stock.
- #
- Percentage total voting power represents voting power with respect to all shares of our Class A and
Class B common stock, as a single class. Each holder of Class B common stock shall be entitled to 10 votes per share of Class B common stock and each holder of Class A
common stock shall be entitled to one vote per share of Class A common stock on all matters submitted to our stockholders for a vote. The Class A common stock and Class B common
stock vote together as a single class on all matters submitted to a vote of our stockholders, except as may otherwise be required by law.
- *
- Represents beneficial ownership of less than 1%.
- (1)
- Mr. Hoffman's ownership consists of 14,489,899 shares of Class B common stock owned by the Reid Hoffman
and Michelle Yee Living Trust dated October 27, 2009 ("Hoffman Trust"). Reid Hoffman retains sole voting and dispositive power over these shares. His ownership also includes 188,457 shares of
Class B common stock issuable pursuant to fully-vested stock options exercisable within 60 days of June 30, 2016 that are held by the Weiner 2012 Irrevocable Trust, of which
Mr. Hoffman is the Trustee. In August 2014, options exercisable for shares of Class B common stock were transferred from the beneficial ownership of Jeffrey Weiner, our CEO, to the
Weiner 2012 Irrevocable Trust. Mr. Weiner has no pecuniary, dispositive or voting control of the options or underlying shares. Mr. Hoffman has sole voting and dispositive power over the
shares held in the Weiner 2012 Irrevocable Trust, but he has no pecuniary interest therein and disclaims beneficial ownership of these shares. The address for Mr. Hoffman is 2029 Stierlin
Court, Mountain View, CA 94043.
- (2)
- According to a Schedule 13(G)/A filed February 11, 2016, the 9,410,966 Class A common stock
shares reported by T. Rowe Price Associates, Inc. ("TRP") are owned, or may be deemed to be beneficially owned, by TRP, an investment adviser, which holds sole voting power of 3,355,904
Class A common stock shares and sole dispositive power of 9,410,966 Class A common stock shares. The address for TRP is 100 E. Pratt Street, Baltimore, MD 21202.
- (3)
- According to a Schedule 13(G)/A filed January 28, 2016, the 6,847,019 Class A common stock shares
reported by Prudential Financial, Inc. ("Prudential") are owned, or may be deemed to be beneficially owned, by Prudential, the parent holding company, which holds sole voting and dispositive
power of 538,613 Class A common stock shares, share voting power of 3,638,040 Class A common stock shares, and shared dispositive power of 6,308,406 Class A common stock shares.
The 6,847,019 Class A common stock shares reported are owned, directly or indirectly, by Prudential or its investment advisors, The Prudential Insurance Company of America, Prudential
Retirement Insurance and Annuity Company, Jennison Associates LLC, PGIM, Inc., or Quantitative Management Associates LLC. The address for these entities is 751 Broad
Street, Newark, NJ 07102-3777.
- (4)
- According to a Schedule 13(G) filed February 16, 2016, the 6,604,158 Class A common stock shares
reported by Sands Capital Management, LLC ("Sands") are owned, or may be deemed to be beneficially owned, by Sands, an investment adviser, which holds sole voting power of 4,736,497
Class A common stock shares and sole dispositive power of 6,604,158 Class A common stock shares. The address for Sands is 1101 Wilson Blvd., Suite 2300, Arlington,
VA 22209.
- (5)
- According to a Schedule 13(G)/A filed February 4, 2016, the 6,561,011 Class A common stock shares
reported by Jennison Associates LLC ("Jennison"), are held as a result of Jennison's role as an investment adviser of several managed portfolios. Jennison may be deemed to be the beneficial
owner of the Class A common stock. Jennison has sole voting power of 3,890,645 Class A common stock shares and shared dispositive power of 6,561,011 Class A common stock shares.
The address for Jennison is 466 Lexington Avenue, New York, NY 10017
- (6)
- According to a Schedule 13(G) filed February 12, 2016, the 4,513,883 Class A common stock shares
reported by Capital World Investors ("Capital") are owned, or may be deemed to be beneficially owned, by Capital, an investment adviser, which holds sole voting power and dispositive power of
4,513,883 Class A common stock shares. The address for Capital is 333 South Hope Street, Los Angeles, CA 90071.
- (7)
- Mr. Weiner's ownership consists of (i) 112,211 shares of Class A common stock held of record by
the Weiner/Derouaux Revocable Trust, dated November 20, 2012 for which Mr. Weiner serves as the trustee ("Weiner/Derouaux Trust"); (ii) 315,114 shares of Class A common
stock issuable pursuant to stock options exercisable within 60 days of June 30, 2016; (iii) 13,028 shares of Class A common stock issuable pursuant to restricted stock
units that will vest within 60 days of June 30, 2016; and (iv) 480,120 shares of Class B common stock issuable pursuant to stock options exercisable within 60 days
of June 30, 2016. His ownership does not include 188,457 shares of Class B common stock issuable pursuant to fully-vested stock options exercisable within 60 days of
June 30, 2016 that are held by the Weiner 2012 Irrevocable Trust, of which Reid Hoffman, the Chair of the LinkedIn Board, is the trustee. In August 2014, options exercisable for shares of
Class B common stock were transferred from the beneficial ownership of Mr. Weiner to the Weiner 2012 Irrevocable Trust. Mr. Weiner has no pecuniary, dispositive or voting control
of the options or underlying shares. Mr. Hoffman has sole voting and dispositive power over the shares held in the Weiner 2012 Irrevocable Trust, but he has no pecuniary interest therein.
- (8)
- Mr. Sordello's ownership consists of (i) 43,766 shares of Class A common stock held of record by
Steven Sordello & Susan Sordello Trust dated September 19, 2003 for which Mr. Sordello serves as the trustee ("Sordello Trust"); (ii) 55,256 shares of Class A common
stock issuable pursuant to stock options exercisable within 60 days of June 30, 2016; (iii) 6,082 shares of Class A common stock issuable pursuant to restricted stock units
that will vest within 60 days of June 30, 2016; and (iv) 129,095 shares of Class B common stock, held of record by the Sordello Trust.
- (9)
- Mr. Callahan's ownership consists of (i) 7,401 shares of Class A common stock; (ii) 16,369
shares of Class A common stock issuable pursuant to stock options exercisable within 60 days of June 30, 2016; and (iii) 4,334 shares of Class A common stock
issuable pursuant to restricted stock units that will vest within 60 days of June 30, 2016.
- (10)
- Mr. Gamson's ownership consists of (i) 3,086 shares of Class A common stock; (ii) 27,817
shares of Class A common stock issuable pursuant to stock options exercisable within 60 days of June 30, 2016; (iii) 5,554 shares of Class A common stock issuable
pursuant to restricted stock units that will vest within 60 days of June 30, 2016; (iv) 106,668 shares of Class B common stock; and (v) 999 shares of Class B
common stock issuable pursuant to stock options exercisable within 60 days of June 30, 2016.
- (11)
- As required under applicable SEC disclosure rules, Mr. Scott is included in this table as a Named Executive Officer for 2015 on the basis of his 2015 compensation, but was not an executive officer through the end of 2015. While Mr. Scott is no longer considered an executive officer as of December 3, 2015, he remains employed by LinkedIn and is still a member of our executive team. Mr. Scott's ownership consists of (i) 5,990 shares of Class A common stock; (ii) 29,780 shares of Class A common stock issuable pursuant to stock options exercisable within 60 days of June 30, 2016; and (iii) 7,140 shares of Class A common stock issuable pursuant to restricted stock units that will vest within 60 days of June 30, 2016.
- (12)
- Mr. Battle's ownership consists of (i) 12,783 shares of Class A common stock; (ii) 4,075
shares of Class A common stock issuable pursuant to stock options exercisable within 60 days of June 30, 2016; (iii) 776 shares of Class A common stock issuable
pursuant to restricted stock units that will vest within 60 days of June 30, 2016; and (iv) 5,554 shares of Class B common stock.
- (13)
- Mr. Hoffman's ownership is through the Hoffman Trust, described above.
- (14)
- Ms. Kilgore's ownership consists of (i) 3,852 shares of Class A common stock; (ii) 5,190
shares of Class A common stock issuable pursuant to stock options exercisable within 60 days of June 30, 2016; (iii) 776 shares of Class A common stock issuable
pursuant to restricted stock units that will vest within 60 days of June 30, 2016; and (iv) 37,500 shares of Class B common stock.
- (15)
- Mr. Meresman's ownership consists of (i) 1,822 shares of Class A common stock held of record by
Stanley J. Meresman and Sharon A. Meresman, Trustees of the Meresman Family Trust UDT dated September 13, 1989 ("Meresman Trust"); (ii) 5,190 shares of Class A common stock
issuable pursuant to stock options exercisable within 60 days of June 30, 2016; (iii) 776 shares of Class A common stock issuable pursuant to restricted stock units that
will vest within 60 days of June 30, 2016; and (iv) 3,032 shares of Class B common stock held of record by the Meresman Trust.
- (16)
- Mr. Moritz' ownership consists of 671,620 shares of Class A common stock held of record by The Maximus
Trust dated March 19, 1996 for which Mr. Moritz serves as a trustee.
- (17)
- Mr. Sze's ownership consists of 30,938 shares of Class A common stock.
- (18)
- Consists of (i) 894,323 shares of Class A common stock beneficially owned by the current directors and executive officers; (ii) 465,222 shares of Class A common stock issuable pursuant to stock options exercisable within 60 days of June 30, 2016; (iii) 43,511 shares of Class A common stock issuable pursuant to restricted stock units that will vest within 60 days of June 30, 2016; (iv) 14,771,748 shares of Class B common stock; and (v) 669,576 shares of Class B common stock issuable pursuant to stock options exercisable within 60 days of June 30, 2016.
