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 ^*
MORITZ MICHAEL J
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)
3000 SAND HILL ROAD, 4-250
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)
MENLO PARK, CA 94025

(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)

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

Series A Convertible Preferred Stock ⁽¹⁾ ⁽¹⁾ Common Stock ⁽²⁾ 11638200 ⁽¹⁾ I See footnote ⁽³⁾

Series A Convertible Preferred Stock ⁽¹⁾ ⁽¹⁾ Common Stock ⁽²⁾ 1253655 ⁽¹⁾ I See footnote ⁽⁴⁾

Series A Convertible Preferred Stock ⁽¹⁾ ⁽¹⁾ Common Stock ⁽²⁾ 371073 ⁽¹⁾ I See footnote ⁽⁵⁾

Series B Convertible Preferred Stock ⁽⁶⁾ ⁽⁶⁾ Common Stock ⁽²⁾ 3061251 ⁽⁶⁾ I See footnote ⁽³⁾

Series B Convertible Preferred Stock ⁽⁶⁾ ⁽⁶⁾ Common Stock ⁽²⁾ 332268 ⁽⁶⁾ I See footnote ⁽⁴⁾

Series B Convertible Preferred Stock ⁽⁶⁾ ⁽⁶⁾ Common Stock ⁽²⁾ 96678 ⁽⁶⁾ I See footnote ⁽⁵⁾

Series D Convertible Preferred Stock ⁽⁷⁾ ⁽⁷⁾ Common Stock ⁽²⁾ 76452 ⁽⁷⁾ I See footnote ⁽³⁾

Series D Convertible Preferred Stock ⁽⁷⁾ ⁽⁷⁾ Common Stock ⁽²⁾ 8317 ⁽⁷⁾ I See footnote ⁽⁴⁾

Series D Convertible Preferred Stock ⁽⁷⁾ ⁽⁷⁾ Common Stock ⁽²⁾ 2415 ⁽⁷⁾ I See footnote ⁽⁵⁾

Explanation of Responses:

( 1) The Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.

( 2) 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

( 3) Shares held directly by Sequoia Capital XI, LP ("SC XI"). The Reporting Person is a Managing Member of SC XI Management, LLC ("SC XI LLC"), the general partner of SC XI, and may be deemed to share voting and dispositive power with respect to the shares held by SC XI. The Reporting Person disclaims beneficial ownership of the securities held by SC XI except to the extent of his pecuniary interest therein.

( 4) Shares held directly by Sequoia Capital XI Principals Fund, LLC ("SC XI PF"). The Reporting Person is a Managing Member of SC XI LLC, the managing member of SC XI PF, and may be deemed to share voting and dispositive power with respect to the shares held by SC XI PF. The Reporting Person disclaims beneficial ownership of the securities held by SC XI PF except to the extent of his pecuniary interest therein.

( 5) Shares held directly by Sequoia Technology Partners XI, LP ("STP XI"). The Reporting Person is a Managing Member of SC XI LLC, the general partner of STP XI, and may be deemed to share voting and dispositive power with respect to the shares held by STP XI. The Reporting Person disclaims beneficial ownership of the securities held by STP XI except to the extent of his pecuniary interest therein.

( 6) The Series B Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.

( 7) The Series D Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.

Remarks:
Exhibit 24 - Power of Attorney

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

MORITZ MICHAEL J
3000 SAND HILL ROAD, 4-250
MENLO PARK, CA 94025 X X

Signatures

/s/ Melinda Dunn, 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 II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock ⁽²⁾	11638200	⁽¹⁾	I	See footnote ⁽³⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock ⁽²⁾	1253655	⁽¹⁾	I	See footnote ⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock ⁽²⁾	371073	⁽¹⁾	I	See footnote ⁽⁵⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock ⁽²⁾	3061251	⁽⁶⁾	I	See footnote ⁽³⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock ⁽²⁾	332268	⁽⁶⁾	I	See footnote ⁽⁴⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock ⁽²⁾	96678	⁽⁶⁾	I	See footnote ⁽⁵⁾
Series D Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock ⁽²⁾	76452	⁽⁷⁾	I	See footnote ⁽³⁾
Series D Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock ⁽²⁾	8317	⁽⁷⁾	I	See footnote ⁽⁴⁾
Series D Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock ⁽²⁾	2415	⁽⁷⁾	I	See footnote ⁽⁵⁾

                                                                      Exhibit 24


                         LIMITED POWER OF ATTORNEY
                                       FOR
                              SECTION 16(a) FILINGS

         Know all by these presents, that the undersigned hereby constitutes and
appoints Melinda Dunn the undersigned's true and lawful attorney-in-fact to:

         (1)    Execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer, director and/or
                stockholder of any corporation or other person in which an
                investment fund affiliated with Sequoia Capital Operations,
                LLC makes an investment (each, a "Company"), Forms 3, 4, and 5
                and amendments thereto in accordance with Section 16(a) of the
                Securities Exchange Act of 1934 and the rules thereunder;

         (2)    Do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete
                and execute any such Form 3, 4, or 5 or amendment thereto and
                timely file such form with the United States Securities and
                Exchange Commission (the "SEC") and any stock exchange or
                similar authority; and

         (3)    Take any other action of any type whatsoever which, in the
                opinion of such attorney-in-fact, may be necessary or
                desirable in connection with the foregoing authority, it being
                understood that the documents executed by such
                attorney-in-fact on behalf of the undersigned pursuant to this
                Limited Power of Attorney shall be in such form and shall
                contain such terms and conditions as such attorney-in-fact may
                approve.

         The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever required,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming, nor is any Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.

         This Limited 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 any Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact. This Limited Power of
Attorney may be filed with the SEC as a confirming statement of the authority
granted herein.

                            [Signature Page Follows]

         IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of this 24th day of August, 2009.

By: /s/ Michael Moritz
    -------------------------------
Michael Moritz

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)

*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)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock ⁽²⁾	11638200	⁽¹⁾	I	See footnote ⁽³⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock ⁽²⁾	1253655	⁽¹⁾	I	See footnote ⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock ⁽²⁾	371073	⁽¹⁾	I	See footnote ⁽⁵⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock ⁽²⁾	3061251	⁽⁶⁾	I	See footnote ⁽³⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock ⁽²⁾	332268	⁽⁶⁾	I	See footnote ⁽⁴⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock ⁽²⁾	96678	⁽⁶⁾	I	See footnote ⁽⁵⁾
Series D Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock ⁽²⁾	76452	⁽⁷⁾	I	See footnote ⁽³⁾
Series D Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock ⁽²⁾	8317	⁽⁷⁾	I	See footnote ⁽⁴⁾
Series D Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock ⁽²⁾	2415	⁽⁷⁾	I	See footnote ⁽⁵⁾

Explanation of Responses:
( 1)	The Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.
( 2)	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
( 3)	Shares held directly by Sequoia Capital XI, LP ("SC XI"). The Reporting Person is a Managing Member of SC XI Management, LLC ("SC XI LLC"), the general partner of SC XI, and may be deemed to share voting and dispositive power with respect to the shares held by SC XI. The Reporting Person disclaims beneficial ownership of the securities held by SC XI except to the extent of his pecuniary interest therein.
( 4)	Shares held directly by Sequoia Capital XI Principals Fund, LLC ("SC XI PF"). The Reporting Person is a Managing Member of SC XI LLC, the managing member of SC XI PF, and may be deemed to share voting and dispositive power with respect to the shares held by SC XI PF. The Reporting Person disclaims beneficial ownership of the securities held by SC XI PF except to the extent of his pecuniary interest therein.
( 5)	Shares held directly by Sequoia Technology Partners XI, LP ("STP XI"). The Reporting Person is a Managing Member of SC XI LLC, the general partner of STP XI, and may be deemed to share voting and dispositive power with respect to the shares held by STP XI. The Reporting Person disclaims beneficial ownership of the securities held by STP XI except to the extent of his pecuniary interest therein.
( 6)	The Series B Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.
( 7)	The Series D Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MORITZ MICHAEL J 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025	X	X

Signatures
/s/ Melinda Dunn, 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.