Initial Statement of Beneficial Ownership

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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

1. Name and Address of Reporting Person ^*
Nishar Dipchand
2. Date of Event Requiring Statement (MM/DD/YYYY) 5/18/2011
3. Issuer Name and Ticker or Trading Symbol
LINKEDIN CORP [LNKD]

(Last)        (First)        (Middle)
C/O LINKEDIN CORPORATION, 2029 STIERLIN COURT
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP Products & User Experience /

(Street)
MOUNTAIN VIEW, CA 94043

(City)              (State)              (Zip) 5. 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 Beneficially Owned

1.Title of Security
(Instr. 4) 2. Amount of Securities Beneficially Owned
(Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Common Stock ⁽¹⁾ 228511 I See footnote ⁽²⁾

Common Stock ⁽¹⁾ 47382 I See footnote ⁽³⁾

Common Stock ⁽¹⁾ 47382 I See footnote ⁽⁴⁾

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

1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 6. Nature of Indirect Beneficial Ownership
(Instr. 5)

Date Exercisable Expiration Date Title Amount or Number of Shares

Employee Stock Option (right to buy) ⁽⁵⁾ 2/24/2019 Common Stock ⁽¹⁾ 456725 $2.32 D

Employee Stock Option (right to buy) ⁽⁶⁾ 11/5/2019 Common Stock ⁽¹⁾ 70000 $3.50 D

Employee Stock Option (right to buy) ⁽⁷⁾ 11/5/2019 Common Stock ⁽¹⁾ 120000 $3.50 D

Explanation of Responses:

( 1) Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.

( 2) Shares held directly by the Nishar Family Trust dated October 8, 2008 for which the Reporting Person and his spouse serve as trustees.

( 3) 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.

( 4) 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.

( 5) The option is subject to an early exercise provision and is immediately exercisable. 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.

( 6) The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on November 5, 2010 and one forty-eighth of the shares vest monthly thereafter.

( 7) The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in twelve equal monthly installments beginning on December 5, 2012.

Remarks:
Exhibit 24- Power of Attorney

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

Nishar Dipchand
C/O LINKEDIN CORPORATION
2029 STIERLIN COURT
MOUNTAIN VIEW, CA 94043

SVP Products & User Experience

Signatures

/s/ Lora Blum, by power of attorney 5/18/2011

^** 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 5(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.

Table I - Non-Derivative Securities Beneficially Owned
Common Stock ⁽¹⁾	228511	I	See footnote ⁽²⁾
Common Stock ⁽¹⁾	47382	I	See footnote ⁽³⁾
Common Stock ⁽¹⁾	47382	I	See footnote ⁽⁴⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
Employee Stock Option (right to buy)	⁽⁵⁾	2/24/2019	Common Stock ⁽¹⁾	456725	$2.32	D
Employee Stock Option (right to buy)	⁽⁶⁾	11/5/2019	Common Stock ⁽¹⁾	70000	$3.50	D
Employee Stock Option (right to buy)	⁽⁷⁾	11/5/2019	Common Stock ⁽¹⁾	120000	$3.50	D

                                                                      Exhibit 24



                                POWER OF ATTORNEY

        The undersigned, as a Section 16 reporting person of LinkedIn
Corporation (the "Company"), hereby constitutes and appoints Steven Sordello,
Erika Rottenberg, Lora Blum and Lisa Laymon, the undersigned's true and lawful
attorneys-in-fact to:

        1.      complete and execute Forms 3, 4 and 5 and other forms and all
                amendments thereto as such attorneys-in-fact shall in their
                discretion determine to be required or advisable pursuant to
                Section 16 of the Securities Exchange Act of 1934 (as amended)
                and the rules and regulations promulgated thereunder, or any
                successor laws and regulations, as a consequence of the
                undersigned's ownership, acquisition or disposition of
                securities of the Company; and

        2.      do all acts necessary in order to file such forms with the
                Securities and Exchange Commission, any securities exchange or
                national association, the Company and such other person or
                agency as the attorneys-in-fact shall deem appropriate.

        The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agent shall do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 (as amended).

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 27th day of April, 2011.

                             Signature: /s/ Dipchand Nishar
                                        ---------------------------------------

                             Print Name: Dipchand Nishar
                                        ---------------------------------------

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ⁽¹⁾	228511	I	See footnote ⁽²⁾
Common Stock ⁽¹⁾	47382	I	See footnote ⁽³⁾
Common Stock ⁽¹⁾	47382	I	See footnote ⁽⁴⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽⁵⁾	2/24/2019	Common Stock ⁽¹⁾	456725	$2.32	D
Employee Stock Option (right to buy)	⁽⁶⁾	11/5/2019	Common Stock ⁽¹⁾	70000	$3.50	D
Employee Stock Option (right to buy)	⁽⁷⁾	11/5/2019	Common Stock ⁽¹⁾	120000	$3.50	D

Explanation of Responses:
( 1)	Each share of Common Stock shall be reclassified into one share of Class B Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.
( 2)	Shares held directly by the Nishar Family Trust dated October 8, 2008 for which the Reporting Person and his spouse serve as trustees.
( 3)	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.
( 4)	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.
( 5)	The option is subject to an early exercise provision and is immediately exercisable. 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.
( 6)	The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the option vested on November 5, 2010 and one forty-eighth of the shares vest monthly thereafter.
( 7)	The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in twelve equal monthly installments beginning on December 5, 2012.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Nishar Dipchand C/O LINKEDIN CORPORATION 2029 STIERLIN COURT MOUNTAIN VIEW, CA 94043			SVP Products & User Experience

Signatures
/s/ Lora Blum, by power of attorney		5/18/2011
^** 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 5(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.