Statement of Changes of Beneficial Ownership

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Sze David L	2. Issuer Name and Ticker or Trading Symbol LINKEDIN CORP [ LNKD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 2550 SAND HILL ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 11/22/2011
(Street) MENLO PARK, CA 94025 (City) (State) (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/22/2011		C ⁽¹⁾		1230050	A	⁽²⁾ ⁽³⁾	1230050	I	See footnote ⁽⁴⁾
Class A Common Stock	11/22/2011		S		1230050	D	$68.941	0	I	See footnote ⁽⁴⁾
Class A Common Stock	11/22/2011		C ⁽¹⁾		140480	A	⁽²⁾ ⁽³⁾	140480	I	See footnote ⁽⁵⁾
Class A Common Stock	11/22/2011		S		140480	D	$68.941	0	I	See footnote ⁽⁵⁾
Class A Common Stock	11/22/2011		C ⁽¹⁾		34268	A	⁽²⁾ ⁽³⁾	34268	I	See footnote ⁽⁶⁾
Class A Common Stock	11/22/2011		S		34268	D	$68.941	0	I	See footnote ⁽⁶⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽²⁾ ⁽³⁾	11/22/2011		C ⁽¹⁾			1230050	⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	Class A Common Stock	1230050	$ 0	11070449	I	See footnote ⁽⁴⁾
Class B Common Stock	⁽²⁾ ⁽³⁾	11/22/2011		C ⁽¹⁾			140480	⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	Class A Common Stock	140480	$ 0	1264318	I	See footnote ⁽⁵⁾
Class B Common Stock	⁽²⁾ ⁽³⁾	11/22/2011		C ⁽¹⁾			34268	⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	Class A Common Stock	34268	$ 0	308413	I	See footnote ⁽⁶⁾

Explanation of Responses:
( 1)	Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock. The Reporting Person sold shares to the Underwriters in connection with the sale of shares of Class A Common Stock by the Reporting Person in the Issuer's public offering.
( 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)	Shares held directly by Greylock XI Limited Partnership ("GXILP"). The Reporting Person is a general partner of Greylock XI GP Limited Partnership ("GXIGPLP"), the general partner of GXILP, and may be deemed to share voting and dispositive power with respect to the shares held by GXILP. The Reporting Person disclaims beneficial ownership of the securities held by GXILP except to the extent of his individual pecuniary interest therein.
( 5)	Shares held directly by Greylock XI Principals LLC ("GXILLC"). The Reporting Person is a participant in GXILLC and may be deemed to share voting and dispositive power with respect to the shares held by GXILLC. The Reporting Person disclaims beneficial ownership of the securities held by GXILLC except to the extent of his individual pecuniary interest therein.
( 6)	Shares held directly by Greylock XI-A Limited Partnership ("GXIALP"). The Reporting Person is a general partner of GXIGPLP, the general partner of GXIALP, and may be deemed to share voting and dispositive power with respect to the shares held by GXIALP. The Reporting Person disclaims beneficial ownership of the securities held by GXIALP except to the extent of his individual pecuniary interest therein.

Remarks:
Exhibit 24- Power of Attorney

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Sze David L 2550 SAND HILL ROAD MENLO PARK, CA 94025	X	X

Signatures
/s/ Lora Blum, by power of attorney		11/22/2011
^** 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 4(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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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 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 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 20th day of November, 2011.

Signature: / s/ David Sze

Print Name: David Sze