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 ^*
SC XI MANAGEMENT LLC
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)
_____ 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)
___ Form filed by One Reporting Person
_ X _ 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"). SC XI Management, LLC ("SC XI LLC"), the general partner of SC XI, may be deemed to share voting and dispositive power with respect to the shares held by SC XI. Each of these entities disclaims beneficial ownership of the securities held by SC XI except to the extent of any pecuniary interest therein.

( 4) Shares held directly by Sequoia Capital XI Principals Fund, LLC ("SC XI PF"). SC XI LLC, the managing member of SC XI PF, may be deemed to share voting and dispositive power with respect to the shares held by SC XI PF. Each of these entities disclaims beneficial ownership of the securities held by SC XI PF except to the extent of any pecuniary interest therein.

( 5) Shares held directly by Sequoia Technology Partners XI, LP ("STP XI"). SC XI LLC, the general partner of STP XI, may be deemed to share voting and dispositive power with respect to the shares held by STP XI. Each of these entities disclaims beneficial ownership of the securities held by STP XI except to the extent of any 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

SC XI MANAGEMENT LLC
3000 SAND HILL ROAD, 4-250
MENLO PARK, CA 94025
X

SEQUOIA CAPITAL XI
3000 SAND HILL ROAD, 4-250
MENLO PARK, CA 94025
X

SEQUOIA CAPITAL XI PRINCIPALS FUND
3000 SAND HILL ROAD, 4-250
MENLO PARK, CA 94025
X

SEQUOIA TECHNOLOGY PARTNERS XI
3000 SAND HILL ROAD, 4-250
MENLO PARK, CA 94025
X

Signatures

/s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SC XI Management, LLC 5/18/2011

^** Signature of Reporting Person Date

/s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Capital XI, LP 5/18/2011

^** Signature of Reporting Person Date

/s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SC XI Management, LLC, the Managing Member of Sequoia Capital XI Principals Fund, LLC 5/18/2011

^** Signature of Reporting Person Date

/s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Technology Partners XI, LP 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.

        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"). SC XI Management, LLC ("SC XI LLC"), the general partner of SC XI, may be deemed to share voting and dispositive power with respect to the shares held by SC XI. Each of these entities disclaims beneficial ownership of the securities held by SC XI except to the extent of any pecuniary interest therein.
( 4)	Shares held directly by Sequoia Capital XI Principals Fund, LLC ("SC XI PF"). SC XI LLC, the managing member of SC XI PF, may be deemed to share voting and dispositive power with respect to the shares held by SC XI PF. Each of these entities disclaims beneficial ownership of the securities held by SC XI PF except to the extent of any pecuniary interest therein.
( 5)	Shares held directly by Sequoia Technology Partners XI, LP ("STP XI"). SC XI LLC, the general partner of STP XI, may be deemed to share voting and dispositive power with respect to the shares held by STP XI. Each of these entities disclaims beneficial ownership of the securities held by STP XI except to the extent of any 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
SC XI MANAGEMENT LLC 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025		X
SEQUOIA CAPITAL XI 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025		X
SEQUOIA CAPITAL XI PRINCIPALS FUND 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025		X
SEQUOIA TECHNOLOGY PARTNERS XI 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025		X

Signatures
/s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SC XI Management, LLC		5/18/2011
^** Signature of Reporting Person		Date
/s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Capital XI, LP		5/18/2011
^** Signature of Reporting Person		Date
/s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SC XI Management, LLC, the Managing Member of Sequoia Capital XI Principals Fund, LLC		5/18/2011
^** Signature of Reporting Person		Date
/s/ Melinda Dunn, by power of attorney for Michael Moritz, a Managing Member of SC XI Management, LLC, the General Partner of Sequoia Technology Partners XI, LP		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.