Form 4 LINKEDIN CORP For: Aug 16 Filed by: Sze David L (10K)

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2012

4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/16/2012		C⁽¹⁾		1,132,316	A	⁽²⁾ ⁽³⁾	1,132,316	I	See footnote ⁽⁴⁾
Class A Common Stock	08/16/2012		J⁽⁵⁾		1,132,316	D	$ 0	0	I	See footnote ⁽⁴⁾
Class A Common Stock	08/16/2012		C⁽¹⁾		31,546	A	⁽²⁾ ⁽³⁾	31,546	I	See footnote ⁽⁶⁾
Class A Common Stock	08/16/2012		J⁽⁷⁾		31,546	D	$ 0	0	I	See footnote ⁽⁶⁾
Class A Common Stock	08/16/2012		C⁽¹⁾		129,318	A	⁽²⁾ ⁽³⁾	129,318	I	See footnote ⁽⁸⁾
Class A Common Stock	08/16/2012		J⁽⁹⁾		129,318	D	$ 0	0	I	See footnote ⁽⁸⁾
Class A Common Stock	08/16/2012		J⁽¹⁰⁾		64,173	A	$ 0	593,761	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽²⁾ ⁽³⁾

08/16/2012

C⁽¹⁾

1,132,316

⁽²⁾⁽³⁾

Class A Common Stock

1,132,316

$ 0

See footnote ⁽⁴⁾

Class B Common Stock

⁽²⁾ ⁽³⁾

08/16/2012

C⁽¹⁾

31,546

⁽²⁾⁽³⁾

Class A Common Stock

31,546

$ 0

See footnote ⁽⁶⁾

Class B Common Stock

⁽²⁾ ⁽³⁾

08/16/2012

C⁽¹⁾

129,318

⁽²⁾⁽³⁾

Class A Common Stock

129,318

$ 0

See footnote ⁽⁸⁾

Explanation of Responses:

1. Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock at the election of the Reporting Person.

2. 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, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (A) the date specified by the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, or (B) any transfer of such share (subject to certain exceptions), and (ii) upon the death of a natural person holding shares of Class B Common Stock, each share of Class B Common Stock held by that person or any of his or her permitted estate planning entities will convert automatically into one share of Class A Common Stock.

3. In addition to the events set forth in footnote 2, 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.

4. 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.

5. Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by GXILP without consideration to its limited partners and general partners.

6. 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.

7. Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by GXIALP without consideration to its limited partners and general partners.

8. Shares held directly by Greylock XI Principals LLC ("GXILLC"). The Reporting Person is a member of GXILLC and 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.

9. Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by GXILLC without consideration to its members.

10. Represents the receipt of shares of Class A Common Stock of the Issuer by virtue of the pro-rata in-kind distributions described in footnotes (5), (7) and (9) above as follows: (i) 61,898 shares from GXILP; (ii) 1,724 shares from GXIALP; and (iii) 551 shares from GXILLC.

	/s/ Lora Blum, Attorney-In-Fact	08/17/2012
	** 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 Number.

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