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 *

Taylor Susan J.S. 		2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
VP, Corporate Controller & CAO
(Last)          (First)          (Middle)

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

12/8/2016
(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)

_ 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. 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   12/8/2016     D    2386   (1) D   (2) 0   D    
Class A Common Stock   12/8/2016     D    8615   D   (3) 0   D    

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
Employee Stock Option (Right to Buy)   $170.46   12/8/2016     D         4222   (4)   4/1/2013   3/1/2023   Class A Common Stock   4222     (5) 0   D    
Employee Stock Option (Right to Buy)   $233.64   12/8/2016     D         3546    8/5/2013   8/5/2023   Class A Common Stock   3546     (6) 0   D    
Employee Stock Option (Right to Buy)   $204.04   12/8/2016     D         2946    2/28/2014   8/28/2024   Class A Common Stock   2946     (6) 0   D    
Employee Stock Option (Right to Buy)   $267.20   12/8/2016     D         924    3/1/2015   3/1/2025   Class A Common Stock   924     (6) 0   D    

Explanation of Responses:
( 1)  The shares of Class A 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").
( 2)  Disposed of pursuant to the Merger Agreement in exchange for the Merger Consideration.
( 3)  Pursuant to the Merger Agreement, unvested restricted stock units ("RSUs") were substituted with RSUs for a number of shares of Microsoft Corporation common stock equal to 8,615 multiplied by a fraction, the numerator of which is the Merger Consideration, and the denominator of which is the volume weighted average price per share of Microsoft Corporation common stock on Nasdaq for the five consecutive trading days ending with December 7, 2016 (the "Ratio"), rounded down to the nearest whole share, vesting on the same terms.
( 4)  The stock option was granted on March 1, 2013 for 4,222 shares (the "Issuer Stock Option"). 3,870 vested shares subject to the Issuer Stock Option were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the Issuer Stock Option (the "Exercise Price"), multiplied by (y) the number of disposed vested stock option shares. 352 unvested shares subject to the Issuer Stock Option were substituted by Microsoft Corporation with an option to purchase a number of shares of Microsoft Corporation common stock equal to 352 multiplied by the Ratio), and a per share exercise price equal to the Exercise Price divided by the Ratio, rounded up to the nearest whole cent, vesting on the same terms.
( 5)  The stock option was cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed vested stock option shares.
( 6)  The stock option was cancelled pursuant to the Merger Agreement, whereby the per share exercise price of the stock option is equal to or greater than the Merger Consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Taylor Susan J.S.
C/O LINKEDIN CORPORATION
1000 WEST MAUDE AVENUE
SUNNYVALE, CA 94085

VP, Corporate Controller & CAO

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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