Amended General Statement of Beneficial Ownership


 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Schedule 13D
Amendment 1
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a)
 
 
LinkedIn Corporation
(Name of Issuer)
 
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
 
53578A108
(CUSIP Number)
 
Charles P. Coleman III
c/o Tiger Global Management, LLC
101 Park Avenue, 48th Floor
New York, New York 10178
(212) 984-8800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
 
          If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o .
 
          Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
          * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities and for any subsequent amendment containing information which would alter disclosures provided in the cover page.
 
          The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
(Continued on following pages)
 

 
 
 

 
 
 
 
 
 
CUSIP No. 53578A108
13D
   
 
 
 
 
 
 
 
 
 
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

 
Tiger Global LinkedIn Holdings, LLC (" LinkedIn Holdings ")
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
 
 
 
 
(a) 
o
 
 
 
 
 
 
(b) 
x
 
3
 
SEC USE ONLY
 
 
 
 
 
 
 
4
 
SOURCE OF FUNDS
 
 
 
 
 
WC
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 
PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 
 
 
 
o
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
0
 
8
 
SHARED VOTING POWER
1,306,927 shares (represented by 1,306,927 Class B Common Shares, which may be converted into 1,306,927 Class A Common Shares)
 
9
 
SOLE DISPOSITIVE POWER
0
 
10
 
SHARED DISPOSITIVE POWER
1,306,927 shares (represented by 1,306,927 Class B Common Shares, which may be converted into 1,306,927 Class A Common Shares)
 
 
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
 
 
 
 
1,306,927 1
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 
 
 
 
EXCLUDES CERTAIN SHARES (See Instructions)
 
o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
3.1% 2
 
 
 
14
 
TYPE OF REPORTING PERSON (See Instructions)
 
 
OO
 
 

 
 
 
 
1 Consists of 1,306,927 Class B Common Shares. Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. The rights of the holders of Class A Common Shares and Class B Common Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.
2 Assumes conversion of all such reporting person's Class B Common Shares into Class A Common Shares.


 
 
 

 
 
 
 
CUSIP No. 53578A108
13D
 

 
 
 
 
 
 
 
 
 
1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
 
Tiger Global Private Investment Partners V, L.P. (" PIP V ")
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
 
 
 
 
(a) 
o
 
 
 
 
 
 
(b) 
x
 
3
 
SEC USE ONLY
 
 
 
 
 
 
 
4
 
SOURCE OF FUNDS
 
 
 
 
 
WC
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 
PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 
 
 
 
o
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Cayman Islands
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
0
 
8
 
SHARED VOTING POWER
2,436,001 shares (represented by 2,436,001 Class B Common Shares, which may be converted into 2,436,001 Class A Common Shares)
 
9
 
SOLE DISPOSITIVE POWER
0
 
10
 
SHARED DISPOSITIVE POWER
2,436,001 shares (represented by 2,436,001 Class B Common Shares, which may be converted into 2,436,001 Class A Common Shares)
 
 
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
 
 
 
 
 
REPORTING PERSON
 
 
 
2,436,001 3
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 
 
 
 
EXCLUDES CERTAIN SHARES (See Instructions)
 
o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.7% 4
 
 
 
14
 
TYPE OF REPORTING PERSON (See Instructions)
 
 
PN
 
 

 
 
 
 
3 Consists of 2,436,001 Class B Common Shares. Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. The rights of the holders of Class A Common Shares and Class B Common Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.
4 Assumes conversion of all such reporting person's Class B Common Shares into Class A Common Shares.


 
 
 

 
 
 
 
CUSIP No. 53578A108
13D
 

 
 
 
 
 
 
 
 
 
1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
 
Tiger Global PIP Performance V, L.P. (" Performance V ")
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
 
 
 
 
(a) 
o
 
 
 
 
 
 
(b) 
x
 
3
 
SEC USE ONLY
 
 
 
 
 
 
 
4
 
SOURCE OF FUNDS
 
 
 
 
 
WC 
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 
PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 
 
 
 
o
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Cayman Islands
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
0
 
8
 
SHARED VOTING POWER
2,436,001 shares (represented by 2,436,001 Class B Common Shares, which may be converted into 2,436,001 Class A Common Shares)
 
9
 
SOLE DISPOSITIVE POWER
0
 
10
 
SHARED DISPOSITIVE POWER
2,436,001 shares (represented by 2,436,001 Class B Common Shares, which may be converted into 2,436,001 Class A Common Shares)
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
 
 
 
 
 
REPORTING PERSON
 
 
 
2,436,001 5
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 
 
 
 
EXCLUDES CERTAIN SHARES (See Instructions)
 
o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.7% 6
 
 
 
14
 
TYPE OF REPORTING PERSON (See Instructions)
 
 
PN
 
 

 
 
 
 
5 Consists of 2,436,001 Class B Common Shares. Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. The rights of the holders of Class A Common Shares and Class B Common Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.
6 Assumes conversion of all such reporting person's Class B Common Shares into Class A Common Shares.


 
 
 



 
 
 
CUSIP No. 53578A108
13D
 

 
 
 
 
 
 
 
 
 
1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
 
Tiger Global PIP Management V, Ltd. (" Management V ")
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
 
 
 
 
(a) 
o
 
 
 
 
 
 
(b) 
x
 
3
 
SEC USE ONLY
 
 
 
 
 
 
 
4
 
SOURCE OF FUNDS
 
 
 
 
 
WC
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 
PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 
 
 
 
o
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Cayman Islands
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
0
 
8
 
SHARED VOTING POWER
2,436,001 shares (represented by 2,436,001 Class B Common Shares, which may be converted into 2,436,001 Class A Common Shares)
 
9
 
SOLE DISPOSITIVE POWER
0
 
10
 
SHARED DISPOSITIVE POWER
2,436,001 shares (represented by 2,436,001 Class B Common Shares, which may be converted into 2,436,001 Class A Common Shares)
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
 
 
 
 
 
REPORTING PERSON
 
 
 
2,436,001 7
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 
 
 
 
EXCLUDES CERTAIN SHARES (See Instructions)
 
o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.7% 8
 
 
 
14
 
TYPE OF REPORTING PERSON (See Instructions)
 
 
CO
 
 

 
 
 
 
7 Consists of 2,436,001 Class B Common Shares. Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. The rights of the holders of Class A Common Shares and Class B Common Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.
8 Assumes conversion of all such reporting person's Class B Common Shares into Class A Common Shares.


 
 
 


 
 
 
 
CUSIP No. 53578A108
13D
 

 
 
 
 
 
 
 
 
 
1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
 
Tiger Global, L.P. (" Tiger Global ")
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
 
 
 
 
(a) 
o
 
 
 
 
 
 
(b) 
x
 
3
 
SEC USE ONLY
 
 
 
 
 
 
 
4
 
SOURCE OF FUNDS
 
 
 
 
 
WC 
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 
PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 
 
 
 
o
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
0
 
8
 
SHARED VOTING POWER
0
 
9
 
SOLE DISPOSITIVE POWER
0
 
10
 
SHARED DISPOSITIVE POWER
0
 
 
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
 
 
 
 
 
REPORTING PERSON
 
 
 
0
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 
 
 
 
EXCLUDES CERTAIN SHARES (See Instructions)
 
o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0%
 
 
 
14
 
TYPE OF REPORTING PERSON (See Instructions)
 
 
PN
 
 


 
 
 



 
 
 
CUSIP No. 53578A108
13D
 

 
 
 
 
 
 
 
 
 
1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
 
Tiger Global II, L.P. (" Tiger Global II ")
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
 
 
 
 
(a)  
o
 
 
 
 
 
 
(b)  
x
 
3
 
SEC USE ONLY
 
 
 
 
 
 
 
4
 
SOURCE OF FUNDS
 
 
 
 
 
WC 
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 
PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 
 
 
 
o
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
0
 
8
 
SHARED VOTING POWER
0
 
9
 
SOLE DISPOSITIVE POWER
0
 
10
 
SHARED DISPOSITIVE POWER
0
 
 
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
 
 
 
 
 
REPORTING PERSON
 
 
 
0
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 
 
 
 
EXCLUDES CERTAIN SHARES (See Instructions)
 
o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0%
 
 
 
14
 
TYPE OF REPORTING PERSON (See Instructions)
 
 
PN
 
 


 
 
 
 

 
 
 
CUSIP No. 53578A108
13D
 

 
 
 
 
 
 
 
 
 
1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
 
Tiger Global Master Fund, L.P. (" Master Fund ")
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
 
 
 
 
(a) 
o
 
 
 
 
 
 
(b) 
x
 
3
 
SEC USE ONLY
 
 
 
 
 
 
 
4
 
SOURCE OF FUNDS
 
 
 
 
 
WC
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 
PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 
 
 
 
o
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Cayman Islands
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
0
 
8
 
SHARED VOTING POWER
0
 
9
 
SOLE DISPOSITIVE POWER
0
 
10
 
SHARED DISPOSITIVE POWER
0
 
 
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
 
 
 
 
 
REPORTING PERSON
 
 
 
0
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 
 
 
 
EXCLUDES CERTAIN SHARES (See Instructions)
 
o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0%
 
 
 
14
 
TYPE OF REPORTING PERSON (See Instructions)
 
 
PN
 
 


 
 
 


 
 
 
CUSIP No. 53578A108
13D
 

 
 
 
 
 
 
 
 
 
1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
 
Tiger Global Performance, LLC (" Global Performance ")
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
 
 
 
 
(a) 
o
 
 
 
 
 
 
(b) 
x
 
3
 
SEC USE ONLY
 
 
 
 
 
 
 
4
 
SOURCE OF FUNDS
 
 
 
 
 
WC
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 
PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 
 
 
 
o
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
0
 
8
 
SHARED VOTING POWER
300,000
 
9
 
SOLE DISPOSITIVE POWER
0
 
10
 
SHARED DISPOSITIVE POWER
300,000
 
 
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
 
 
 
 
 
REPORTING PERSON
 
 
 
300,000
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 
 
 
 
EXCLUDES CERTAIN SHARES (See Instructions)
 
o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
0.1%
 
 
 
14
 
TYPE OF REPORTING PERSON (See Instructions)
 
 
OO
 
 


 
 
 


 
 
 
CUSIP No. 53578A108
13D
 

 
 
 
 
 
 
 
 
 
1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
 
Tiger Global Management, LLC (" Global Management ")
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
 
 
 
 
(a) 
o
 
 
 
 
 
 
(b) 
x
 
3
 
SEC USE ONLY
 
 
 
 
 
 
 
4
 
SOURCE OF FUNDS
 
 
 
 
 
WC
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 
PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 
 
 
 
o
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
0
 
8
 
SHARED VOTING POWER
2,736,001 shares (represented by 300,000 Class A Common Shares and 2,436,001 Class B Common Shares, which may be converted into 2,436,001 Class A Common Shares)
 
9
 
SOLE DISPOSITIVE POWER
0
 
10
 
SHARED DISPOSITIVE POWER
2,736,001 shares (represented by 300,000 Class A Common Shares and 2,436,001 Class B Common Shares, which may be converted into 2,436,001 Class A Common Shares)
 
 
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
 
 
 
 
 
REPORTING PERSON
 
 
 
2,736,001 9
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 
 
 
 
EXCLUDES CERTAIN SHARES (See Instructions)
 
o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.4% 10
 
 
14
 
TYPE OF REPORTING PERSON (See Instructions)
 
 
OO
 
 
 
 
 
 
9 Consists of 300,000 Class A Common Shares and 2,436,001 Class B Common Shares. Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. The rights of the holders of Class A Common Shares and Class B Common Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.
10 Assumes conversion of all such reporting person's Class B Common Shares into Class A Common Shares.

 
 
 


 
 
 
CUSIP No. 53578A108
13D
 

 
 
 
 
 
 
 
 
 
1
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
 
Charles P. Coleman III (" Coleman ")
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
 
 
 
 
 
(a) 
o
 
 
 
 
 
 
(b) 
x
 
3
 
SEC USE ONLY
 
 
 
 
 
 
 
4
 
SOURCE OF FUNDS
 
 
 
 
 
WC
 
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
 
 
 
o
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
 
7
 
SOLE VOTING POWER
0
 
8
 
SHARED VOTING POWER
4,042,928 shares (represented by 300,000 Class A Common Shares and 3,742,928 Class B Common Shares, which may be converted into 3,742,928 Class A Common Shares)
 
9
 
SOLE DISPOSITIVE POWER
0
 
10
 
SHARED DISPOSITIVE POWER
4,042,928 shares (represented by 300,000 Class A Common Shares and 3,742,928 Class B Common Shares, which may be converted into 3,742,928 Class A Common Shares)
 
 
 
 
 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
 
 
 
 
 
REPORTING PERSON
 
 
 
4,042,928 11
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
 
 
 
 
EXCLUDES CERTAIN SHARES (See Instructions)
 
o
 
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
9.1% 12
 
 
14
 
TYPE OF REPORTING PERSON (See Instructions)
 
 
IN
 
 
 
 
 
11 Consists of 300,000 Class A Common Shares and 4,042,928 Class B Common Shares. Each Class B Common Share is convertible at the option of the holder into one Class A Common Share. The rights of the holders of Class A Common Shares and Class B Common Shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B Common Share is entitled to ten votes per share, whereas each Class A Common Share is entitled to one vote per share.
12 Assumes conversion of all such reporting person's Class B Common Shares into Class A Common Shares.

 
 
 



 
 
 
CUSIP No. 53578A108
13D
 
 
Statement on Schedule 13D
 
 
 
ITEM 1.
SECURITY AND ISSUER .
 
          This amendment to Schedule 13D (the " Schedule 13D ") relates to the shares of Class A Common Stock, $0.0001 par value per share (the " Class A Common Shares "), of LinkedIn Corporation, a Delaware corporation (the " Issuer ") and whose principal executive offices are located at 2029 Stierlin Court, Mountain View, CA 94043.
 
 
 
ITEM 2.
IDENTITY AND BACKGROUND.
 
          (a-c, f) This amendment to Schedule 13D is being filed on behalf of: (i) Tiger Global LinkedIn Holdings, LLC, a Delaware limited liability company (" LinkedIn Holdings "); (ii) Tiger Global Private Investment Partners V, L.P., a Cayman Islands limited partnership (" PIP V "); (iii) Tiger Global PIP Performance V, L.P., a Cayman Islands limited partnership (" Performance V "); (iv) Tiger Global PIP Management V, Ltd., a Cayman Islands exempted company (" Management V " and together with PIP V and Performance V, the " PIP V Entities "); (v) Tiger Global, L.P., a Delaware limited partnership (" Tiger Global "); (vi) Tiger Global II, L.P., a Delaware limited partnership (" Tiger Global II "); (vii) Tiger Global Master Fund, L.P., a Cayman Islands limited partnership (" Master Fund " and together with Tiger Global and Tiger Global II, the " Tiger Funds "); (viii) Tiger Global Performance, LLC, a Delaware limited liability company (" Global Performance " and together with the Tiger Funds, the " Tiger Performance Entities ," and together with PIP V and the Tiger Funds, the " Tiger Global Funds "); (ix) Tiger Global Management, LLC, a Delaware limited liability company (" Global Management ", and together with the PIP V Entities, the Tiger Performance Entities and LinkedIn Holdings, the " Tiger Global Entities "); and (x) Charles P. Coleman III (" Mr. Coleman " and together with Tiger Global Entities, the " Reporting Persons "). Mr. Coleman is a citizen of the United States.
 
          Performance V is the general partner of PIP V. Management V is the general partner of Performance V. Global Performance is the general partner of each of the Tiger Funds. Global Management acts as the management company to each of the PIP V Entities and the Tiger Performance Entities, and acts as investment manager to each of the Tiger Funds. Each of the Tiger Global Funds and LinkedIn Holdings is a private investment fund. Mr. Coleman is the managing member of each of Global Management and Global Performance, the director of Management V and the manager of LinkedIn Holdings. The principal business office of the Reporting Persons is c/o Tiger Global Management, LLC, 101 Park Avenue, 48th Floor, New York, New York 10178.
 
          (d) None of the Reporting Persons, individually or collectively, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
          (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
 
 
 
ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
 
          PIP V acquired shares of preferred and common stock of the Issuer (which were later exchanged for Class B Common Shares) in a number of secondary transactions, from December 21, 2009 to August 10, 2010, (the " PIP V Secondary Transactions ") pursuant to which PIP V purchased 2,436,001 shares of preferred and common stock of the Issuer (which were later exchanged for 2,436,001 Class B Common Shares) for an aggregate amount of $31,740,600.70.
 
 
 
 
 
 
          LinkedIn Holdings acquired shares of common stock of the Issuer (which were later exchanged for Class B Common Shares) in a number of secondary transactions, from August 10, 2010 to April 15, 2011, (the " LinkedIn Holdings Secondary Transactions ") pursuant to which LinkedIn Holdings purchased 1,306,927 shares of common stock of the Issuer (which were later exchanged for 1,306,927 Class B Common Shares) for an aggregate amount of $29,796,007.50.
 
 
          On May 24, 2011, in connection with the Issuer's initial public offering, the Tiger Funds purchased 300,000 Class A Common Shares, for a purchase price of $45.00 per Class A Common Share or $13,500,000 in the aggregate.  At the close of business on December 31, 2011, the Class A Common Shares owned by the Tiger Funds were transferred to Tiger Global Investments, L.P.
 
          The source of the funds for the PIP V Secondary Transactions was from working capital of PIP V. No part of the purchase price was borrowed by PIP V for the purpose of acquiring such securities.
 
          The source of the funds for the LinkedIn Holdings Secondary Transactions was from working capital of LinkedIn Holdings. No part of the purchase price was borrowed by LinkedIn Holdings for the purpose of acquiring such securities.
 
          The source of the funds for the acquisition of the Class A Common Shares purchased by Tiger Funds was from working capital. No part of the purchase price was borrowed by any of the Tiger Funds for the purpose of acquiring such securities.
 
 
 
ITEM 4.
PURPOSE OF TRANSACTION.
 
          The Reporting Persons hold the securities described in Item 5 of this statement for investment purposes only.
 
          The Reporting Persons have no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.
 
 
 
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER.
 
          (a,b)          Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Reporting Person.
 
          Pursuant to Rule 13d-3(d)(1), all Class B Common Shares (which are convertible into Class A Common Shares) held by the Reporting Persons were deemed to be converted for the purposes of (i) determining the aggregate amount of Class A Common Shares beneficially owned by the Reporting Persons and (ii) calculating the percentages of the Class A Common Shares owned by such person. Consequently, all Class A Common Share amounts and percentages have been determined by including the Class B Common Shares held by such Reporting Persons. The percentages of ownership set forth on Row 13 of the cover page of each Reporting Person are based on 40,637,575 Class A Common Shares outstanding as of December 31, 2011.
 
          (c)          At the close of business on December 31, 2011, the Class A Common Shares owned by the Tiger Funds were transferred to Tiger Global Investments, L.P.  It was a private transaction and the consideration was interests in Tiger Global Investments, L.P.
 
 
 
 
 
 
 
          (d)          In addition to the Reporting Persons, Tiger Global Investments, L.P. has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of 300,000 Class A Common Shares.
 
          (e)          As of December 31, 2011 neither LinkedIn Holdings nor any of the Tiger Performance Entities may be deemed to beneficially own greater than 5% of the Class A Common Shares.
 
 
 
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
 
Not applicable.
 
 
 
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS.

 
 
 
 
 

 
 
 

 
 
 
 
CUSIP No. 53578A108
13D
 
 
SIGNATURES
 
 
                    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Date: January 9, 2012
 
 
 
 
Tiger Global Private Investment Partners V, L.P.
 
/s/ Charles P. Coleman III
By Tiger Global PIP Performance V, L.P.
 
Signature
Its General Partner
 
 
     
By Tiger Global PIP Management V, Ltd.
 
Charles P. Coleman III
Its General Partner
 
Director
 
 
 
Tiger Global PIP Performance V, L.P.
 
/s/ Charles P. Coleman III
By Tiger Global PIP Management V, Ltd.
 
Signature
Its General Partner
 
 
 
 
Charles P. Coleman III
 
 
Director
 
 
 
Tiger Global PIP Management V, Ltd.
 
/s/ Charles P. Coleman III
 
 
Signature
 
 
 
 
 
Charles P. Coleman III
 
 
Director
 
 
 
Tiger Global LinkedIn Holdings, LLC
 
/s/ Charles P. Coleman III
 
 
Signature
 
 
 
 
 
Charles P. Coleman III
 
 
Manager
 
 
 
Tiger Global, L.P.
 
/s/ Charles P. Coleman III
By Tiger Global Performance, LLC
 
Signature
Its General Partner
 
 
 
 
Charles P. Coleman III
 
 
Managing Member
 
 
 
Tiger Global II, L.P.
 
/s/ Charles P. Coleman III
By Tiger Global Performance, LLC
 
Signature
Its General Partner
 
 
 
 
Charles P. Coleman III
 
 
Managing Member
     
 
 
 
 
 
 
 
 
 
 
Tiger Global Master Fund, L.P.
 
/s/ Charles P. Coleman III
By Tiger Global Performance, LLC
 
Signature
Its General Partner
 
 
 
 
Charles P. Coleman III
 
 
Managing Member
 
 
 
Tiger Global Performance, LLC
 
/s/ Charles P. Coleman III
 
 
Signature
 
 
 
 
 
Charles P. Coleman III
Managing Member
 
 
 
Tiger Global Management, LLC
 
/s/ Charles P. Coleman III
 
 
Signature
 
 
 
 
 
Charles P. Coleman III
Managing Member
 
 
 
Charles P. Coleman III
 
/s/ Charles P. Coleman III
Signature
 
 


SK 03559 0006 1256057