Initial Statement of Beneficial Ownership (3)
09 February 2022 - 10:27AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Kapur Ajay |
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/25/2022
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3. Issuer Name and Ticker or Trading Symbol
Limelight Networks, Inc. [LLNW]
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(Last)
(First)
(Middle)
C/O LIMELIGHT NETWORKS, INC., 2220 WEST 14TH STREET |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) CTO / |
(Street)
TEMPE, AZ 85281
(City)
(State)
(Zip)
| 5. 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
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 6795628 (1)(2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | In connection with the acquisition of Moov Corporation by Limelight Networks, Inc. (the "Issuer") pursuant to the Agreement and Plan of Merger described in the current report on Form 8-K filed by the Issuer on July 28, 2021, shares of Moov Corporation were converted into cash and shares of the Issuer. As a result, following the acquisition, Mr. Kapur, Moov Corporation's former CEO, and now Issuer's CTO received 1,377,526 shares of Issuer's Common Stock as consideration for the merger. An additional 688,763 of Issuer's common stock are subject to a retention holdback payable to Mr. Kapur in 3 equal amounts after each of the first, second, and third anniversaries of the merger closing date, provided that Mr. Kapur remains continuously employed by Issuer on each vesting date. |
(2) | Mr. Kapur was granted (i) 1,806,034 service-based RSUs and (ii) 3,612,068 performance-based RSUs. One-third (1/3rd) of the service-based RSUs will vest on September 1, 2022, and one-twelfth (1/12th) of the RSUs will vest on the first day of each December, March, June, and September thereafter for eight (8) consecutive quarters, provided the recipient continues to be a Service Provider through each such vesting date. All of the performance-based RSUs are subject to vesting based on the achievement of certain financial and operational performance metrics by June 30, 2025. These grants were made under the Issuer's employment inducement plan pursuant to NASDAQ listing rule 5635(c)(4). |
Remarks: Executed pursuant to the Limited Power of Attorney for Section 16 reporting obligations dated September 14, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kapur Ajay C/O LIMELIGHT NETWORKS, INC. 2220 WEST 14TH STREET TEMPE, AZ 85281 |
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| CTO |
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Signatures
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Ajay Kapur by: James R. Todd, Attorney-in-Fact | | 2/8/2022 |
**Signature of Reporting Person | Date |
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