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 ^*
Deer VI & Co. LLC
2. Date of Event Requiring Statement (MM/DD/YYYY) 5/24/2011
3. Issuer Name and Ticker or Trading Symbol
LINKEDIN CORP [LNKD]

(Last)        (First)        (Middle)
C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVENUE, SUITE 104
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)
LARCHMONT, NY 10538

(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

Class B Common Stock ⁽¹⁾ ⁽²⁾ ⁽¹⁾ ⁽²⁾ Class A Common Stock 3382184 ⁽¹⁾ ⁽²⁾ I See footnotes ⁽³⁾ ⁽⁶⁾

Class B Common Stock ⁽¹⁾ ⁽²⁾ ⁽¹⁾ ⁽²⁾ Class A Common Stock 1138842 ⁽¹⁾ ⁽²⁾ I See footnotes ⁽⁴⁾ ⁽⁶⁾

Class B Common Stock ⁽¹⁾ ⁽²⁾ ⁽¹⁾ ⁽²⁾ Class A Common Stock 57227 ⁽¹⁾ ⁽²⁾ I See footnotes ⁽⁵⁾ ⁽⁶⁾

Explanation of Responses:

( 1) 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.

( 2) In addition to the events set forth in footnote (1), the shares of 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.

( 3) The reported securities are held of record by Bessemer Venture Partners VI L.P. ("BVP VI").

( 4) The reported securities are held of record by Bessemer Venture Partners Co-Investment L.P. ("BVP Co-Investment").

( 5) The reported securities are held of record by Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional" and collectively with BVP VI and BVP Co-Investment, the "Bessemer Venture Partners Entities").

( 6) Deer VI & Co. LLC (the "General Partner") is the general partner of the Bessemer Venture Partners Entities and exercises voting and investment power with respect to securities owned directly by the Bessemer Venture Partners Entities. David J. Cowan, J. Edmund Colloton, Robert M. Stavis, Robin S. Chandra and Robert P. Goodman are the executive managers of the General Partner and share voting and dispositive power with respect to the securities held by the Bessemer Venture Partners Entities. The General Partner disclaims beneficial ownership of the securities owned directly by the Bessemer Venture Partners Entities and this report shall not be deemed an admission that the General Partner is the beneficial owner of such securities, except to the extent of its pecuniary interest therein.

Remarks:
Beneficial ownership of the Reporting Person has been determined according to the rules of the SEC. However, the Reporting Person beneficially owns less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock as of May 24, 2011.

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

Deer VI & Co. LLC
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538
X

Bessemer Venture Partners VI L.P.
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538
X

Bessemer Venture Partners Co-Investment L.P.
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538
X

Bessemer Venture Partners VI Institutional L.P.
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538
X

Signatures

/s/ Scott S. Ring, General Counsel, Deer VI & Co. LLC 6/3/2011

^** Signature of Reporting Person Date

/s/ Scott S. Ring, General Counsel, Deer VI & Co. LLC, its general partner for Bessemer Venture Partners VI L.P. 6/3/2011

^** Signature of Reporting Person Date

/s/ Scott S. Ring, General Counsel, Deer VI & Co. LLC, its general partner for Bessemer Venture Partners Co-Investment L.P. 6/3/2011

^** Signature of Reporting Person Date

/s/ Scott S. Ring, General Counsel, Deer VI & Co. LLC, its general partner for Bessemer Venture Partners VI Institutional L.P. 6/3/2011

^** 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
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)
Class B Common Stock	⁽¹⁾ ⁽²⁾	⁽¹⁾ ⁽²⁾	Class A Common Stock	3382184	⁽¹⁾ ⁽²⁾	I	See footnotes ⁽³⁾ ⁽⁶⁾
Class B Common Stock	⁽¹⁾ ⁽²⁾	⁽¹⁾ ⁽²⁾	Class A Common Stock	1138842	⁽¹⁾ ⁽²⁾	I	See footnotes ⁽⁴⁾ ⁽⁶⁾
Class B Common Stock	⁽¹⁾ ⁽²⁾	⁽¹⁾ ⁽²⁾	Class A Common Stock	57227	⁽¹⁾ ⁽²⁾	I	See footnotes ⁽⁵⁾ ⁽⁶⁾

Explanation of Responses:
( 1)	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.
( 2)	In addition to the events set forth in footnote (1), the shares of 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.
( 3)	The reported securities are held of record by Bessemer Venture Partners VI L.P. ("BVP VI").
( 4)	The reported securities are held of record by Bessemer Venture Partners Co-Investment L.P. ("BVP Co-Investment").
( 5)	The reported securities are held of record by Bessemer Venture Partners VI Institutional L.P. ("BVP Institutional" and collectively with BVP VI and BVP Co-Investment, the "Bessemer Venture Partners Entities").
( 6)	Deer VI & Co. LLC (the "General Partner") is the general partner of the Bessemer Venture Partners Entities and exercises voting and investment power with respect to securities owned directly by the Bessemer Venture Partners Entities. David J. Cowan, J. Edmund Colloton, Robert M. Stavis, Robin S. Chandra and Robert P. Goodman are the executive managers of the General Partner and share voting and dispositive power with respect to the securities held by the Bessemer Venture Partners Entities. The General Partner disclaims beneficial ownership of the securities owned directly by the Bessemer Venture Partners Entities and this report shall not be deemed an admission that the General Partner is the beneficial owner of such securities, except to the extent of its pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Deer VI & Co. LLC C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538		X
Bessemer Venture Partners VI L.P. 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538		X
Bessemer Venture Partners Co-Investment L.P. 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538		X
Bessemer Venture Partners VI Institutional L.P. 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538		X

Signatures
/s/ Scott S. Ring, General Counsel, Deer VI & Co. LLC		6/3/2011
^** Signature of Reporting Person		Date
/s/ Scott S. Ring, General Counsel, Deer VI & Co. LLC, its general partner for Bessemer Venture Partners VI L.P.		6/3/2011
^** Signature of Reporting Person		Date
/s/ Scott S. Ring, General Counsel, Deer VI & Co. LLC, its general partner for Bessemer Venture Partners Co-Investment L.P.		6/3/2011
^** Signature of Reporting Person		Date
/s/ Scott S. Ring, General Counsel, Deer VI & Co. LLC, its general partner for Bessemer Venture Partners VI Institutional L.P.		6/3/2011
^** 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.