Initial Statement of Beneficial Ownership


FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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 *

TIGER GLOBAL MANAGEMENT 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)

101 PARK AVENUE, 48TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10178       

(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)
Class A Shares   300000   I   See Footnote   (1)

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     (2) (3)   (2) (3) Class A Common Stock   1306927     (2) (3) I   See Footnote   (4)
Class B Common Stock     (2) (3)   (2) (3) Class A Common Stock   2436001     (2) (3) I   See Footnote   (5)

Explanation of Responses:
( 1)  These shares are held of record by certain private investment funds advised by Tiger Global Management, LLC ("Global Management"). Global Management and Charles P. Coleman, III ("Coleman") may each be deemed to be the beneficial owner of these shares by virtue of Global Management being the investment manager of the private investment funds and Coleman being the managing member of Global Management. Each of Global Management and Coleman disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.
( 2)  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.
( 3)  In addition to the events set forth in footnote (2), the 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.
( 4)  The reported securities are held of record by Tiger Global LinkedIn Holdings, LLC ("LinkedIn Holdings"). Coleman may be deemed to be the beneficial owner of these shares by virtue of being manager of LinkedIn Holdings. LinkedIn Holdings will make a separate Form 3 filing with respect to these shares when it acquires filing codes from the SEC. Coleman disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.
( 5)  The reportable securities are held of record by Tiger Global Private Investment Partners V, L.P. ("PIP V"). Tiger Global PIP Management V, Ltd. ("Management V"), Tiger Global PIP Performance V, L.P. ("Performance V"), Global Management and Coleman may each be deemed to be the beneficial owner of these shares by virtue of Performance V being the general partner of PIP V, Management V being the general partner of Performance V, Global Management being the management company of PIP V and Coleman being the director of Management V and the managing member of Global Management. PIP V, Management V and Performance V will make a separate Form 3 filing with respect to these shares when they acquire filing codes from the SEC. Each of Management V, Performance V, Global Management and Coleman disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

Remarks:
(+) Beneficial ownership of the Reporting Persons have 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
TIGER GLOBAL MANAGEMENT LLC
101 PARK AVENUE
48TH FLOOR
NEW YORK, NY 10178

X

Coleman Charles P III
C/O TIGER GLOBAL MANAGEMENT, LLC
101 PARK AVENUE, 48TH FLOOR
NEW YORK, NY 10178

X


Signatures
Tiger Global Management, LLC(+), By: /s/ Charles P. Coleman, III, Managing Member 6/3/2011
** Signature of Reporting Person Date

/s/ Charles P. Coleman, III(+) 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).
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