Statement of Changes of Beneficial Ownership

FORM 4 [ X ] 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 ^* Deer VI & Co. LLC	2. Issuer Name and Ticker or Trading Symbol LINKEDIN CORP [ LNKD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVENUE, SUITE 104	3. Date of Earliest Transaction (MM/DD/YYYY) 11/22/2011
(Street) LARCHMONT, NY 10538 (City) (State) (Zip)	4. 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 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⁾		923437	A	⁽²⁾ ⁽³⁾	923437	I	See footnote ⁽⁴⁾ ⁽⁷⁾
Class A Common Stock	11/22/2011		S		923437	D	$68.941	0	I	See footnote ⁽⁴⁾ ⁽⁷⁾
Class A Common Stock	11/22/2011		C ⁽¹⁾		310938	A	⁽²⁾ ⁽³⁾	310938	I	See footnote ⁽⁵⁾ ⁽⁷⁾
Class A Common Stock	11/22/2011		S		310938	D	$68.941	0	I	See footnote ⁽⁵⁾ ⁽⁷⁾
Class A Common Stock	11/22/2011		C ⁽¹⁾		15625	A	⁽²⁾ ⁽³⁾	15625	I	See footnote ⁽⁶⁾ ⁽⁷⁾
Class A Common Stock	11/22/2011		S		15625	D	$68.941	0	I	See footnote ⁽⁶⁾ ⁽⁷⁾

*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⁾			923437	⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	Class A Common Stock	923437	$ 0	2458747	I	See footnote ⁽⁴⁾ ⁽⁷⁾
Class B Common Stock	⁽²⁾ ⁽³⁾	11/22/2011		C ⁽¹⁾			310938	⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	Class A Common Stock	310938	$ 0	827904	I	See footnote ⁽⁵⁾ ⁽⁷⁾
Class B Common Stock	⁽²⁾ ⁽³⁾	11/22/2011		C ⁽¹⁾			15625	⁽²⁾ ⁽³⁾	⁽²⁾ ⁽³⁾	Class A Common Stock	15625	$ 0	41602	I	See footnote ⁽⁶⁾ ⁽⁷⁾

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)	The reported securities are held of record by Bessemer Venture Partners VI L.P. ("BVP VI").
( 5)	The reported securities are held of record by Bessemer Venture Partners Co-Investment L.P. ("BVP Co-Investment").
( 6)	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").
( 7)	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 Co-Investment L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538		X
Bessemer Venture Partners VI L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538		X
Bessemer Venture Partners VI Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538		X

Signatures
/s/ J. Edmund Colloton, Executive Manager, Deer VI & Co. LLC		11/23/2011
^** Signature of Reporting Person		Date
/s/ J. Edmund Colloton, Executive Manager, Deer VI & Co. LLC, its general partner for Bessemer Venture Partners VI L.P.		11/23/2011
^** Signature of Reporting Person		Date
/s/ J. Edmund Colloton, Executive Manager, Deer VI & Co. LLC, its general partner for Bessemer Venture Partners Co-Investment L.P.		11/23/2011
^** Signature of Reporting Person		Date
/s/ J. Edmund Colloton, Executive Manager, Deer VI & Co. LLC, its general partner for Bessemer Venture Partners VI Institutional L.P.		11/23/2011
^** 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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