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LinkedIn Form S-1 Jan. 27 2011

LinkedIn Form S-1 Jan. 27 2011

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01/27/2011

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S-1 1 ds1.htm REGISTRATION STATEMENT ON FORM S-1
Table of Contents As filed with the Securities and Exchange Commission on January 27, 2011Registration No. 333-
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1REGISTRATION STATEMENT
UnderThe Securities Act of 1933
LinkedIn Corporation
(Exact name of Registrant as specified in its charter)Delaware
 
7370
 
47-0912023
 
(State or other jurisdiction of incorporation or organization)
 
(Primary Standard Industrial ClassificationCode Number)
 
(I.R.S. EmployerIdentification Number)
 
2029 Stierlin CourtMountain View, CA 94043(650) 687-3600
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Jeffrey WeinerChief Executive OfficerLinkedIn Corporation2029 Stierlin CourtMountain View, CA 94043(650) 687-3600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
 
Jeffrey D. Saper, Esq.
 
Katharine A. Martin, Esq.
 
Jon C. Avina, Esq.
 
Wilson Sonsini Goodrich & Rosati, P.C.
 
Erika Rottenberg, Esq.
 
Lora D. Blum, Esq.
 
LinkedIn Corporation
 
2029 Stierlin Court
 
Eric C. Jensen, Esq.
 
John T. McKenna, Esq.
 
Cooley LLP
 
Five Palo Alto Square
 
 
650 Page Mill Road
 
Palo Alto, CA 94304
 
(650) 493-9300
 
Mountain View, CA 94043
 
(650) 687-3600
 
3000 El Camino Real
 
Palo Alto, CA 94304
 
(650) 843-5000
 
Approximate date of commencement of the proposed sale to the public:
As soon as practicable after thisRegistration Statement becomes effective.If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuantto Rule 415 under the Securities Act of 1933, check the following box.
 If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the SecuritiesAct, check the following box and list the Securities Act registration statement number of the earlier effectiveregistration statement for the same offering.
 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statementfor the same offering.
 If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statementfor the same offering.
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See definitions of ―large accelerated filer,‖ ―accelerated filer,‖ and ―smaller reporting company‖ in Rule
12b-2 of the Exchange Act. (Check one):Large accelerated filer
 
Accelerated filer
 
Non-accelerated filer
 
(Do not check if a smaller reportingcompany)
 
Smaller reporting company
 
CALCULATION OF REGISTRATION FEE
Title of Each Class
 
of Securities to be Registered
 
ProposedMaximumAggregate OfferingPrice
(1) (2)
 
Amount of RegistrationFee
 
Class A Common Stock, $0.0001 par value per share
 
$175,000,000.00
 
$20,317.50
 
(1)
 
Includes offering price of any additional shares that the underwriters have the option to purchase to cover over-allotments, if any.(2)
 
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the SecuritiesAct of 1933, as amended.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary todelay its effective date until the Registrant shall file a further amendment which specifically states that thisRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Actof 1933 or until the Registration Statement shall become effective on such date as the Commission, actingpursuant to said Section 8(a), may determine.Table of Contents 
 
The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until theregistration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offerto sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PROSPECTUS (Subject to Completion) Issued January 27, 2011
Shares
Class A Common Stock 
 LinkedIn Corporation is offering shares of its Class A common stock and the selling stockholders are offering shares of Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our initial public offering and no public market currently exists for our shares of Class A common stock. We anticipate that the initial public offering price will be between $ and $ per share.We will apply to list our Class A common stock on the Nasdaq Global Market or the New York Stock Exchange
under the symbol “ 
 
 .” 
 Investing in our Class
 A common stock involves risks. See “ 
” beginning on page
13.
PRICE 
$
 A SHARE 
 Price to Public
 
Underwriting Discounts and Commissions
 
 Proceeds to LinkedIn
 
 Proceeds toSellingStockholders
 
Per Share
 
$ $ $ $Total
 
$ $ $ $We and the selling stockholders have granted the underwriters the right to purchase up to an additionalshares of Class A common stock to cover over-allotments.The Securities and Exchange Commission and state securities regulators have not approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense.The underwriters expect to deliver the shares of Class A common stock to purchasers on , 2011.
 MORGAN STANLEY 
 
 BofA MERRILL LYNCH 
 
 J.P. MORGAN 
 

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