LNKD Linkedin Corp. Class A

As filed with the Securities and Exchange Commission on December 8, 2016

Registration No.  333-205305

Registration No.  333-190967

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO:

FORM S-3 REGISTRATION STATEMENT NO. 333- 205305

FORM S-3 REGISTRATION STATEMENT NO. 333-190967

UNDER THE SECURITIES ACT OF 1933

LinkedIn Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or other jurisdiction of incorporation or
organization)

47-0912023

(I.R.S. Employer Identification No.)

1000 West Maude Avenue
Sunnyvale, California 94085

( 650) 687-3600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive
offices)

Keith R. Dolliver
Vice President
LinkedIn Corporation
1000 West Maude Avenue

Sunnyvale, California 94085
(650) 687-3600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with a copy to:

Alan M. Klein

Anthony F. Vernace

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:   o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:   o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filter, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment relates to the following Registration Statements of LinkedIn Corporation, a Delaware Corporation (the “Company”), on Form S-3 (collectively, the “Registration Statements”) filed by the Company with the Securities and Exchange Commission (“SEC”):

·                   Registration Statement No. 333-205305, originally filed with the SEC on June 26, 2015, registering 3,569,380 shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”); and

·                   Registration Statement No. 333-190967, originally filed with the SEC on September 3, 2013, registering 6,188,340 shares of Class A Common Stock of the Company.

On December 8, 2016, pursuant to an Agreement and Plan of Merger, dated as of June 11, 2016 (the “Merger Agreement”), by and among the Company, Microsoft Corporation, a Delaware corporation (“Microsoft”), and Liberty Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Microsoft (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Microsoft.

As a result of the Merger, the Company has terminated all offerings of the Company’s securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statements, if any. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redmond, State of Washington, on December 8, 2016. No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.

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