Edgar Filing: Limelight Networks, Inc.

Ownership Submission

FORM 4

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

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(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GOLDMAN SACHS GROUP INC

2. Issuer Name and Ticker or Trading Symbol
Limelight Networks, Inc. [LLNW]

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)

200 WEST STREET

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2012

(Street)

NEW YORK, NY 10282

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/07/2012		A		51,496 ⁽²⁾	A	$ 2.4	30,354,821	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-qualified stock options (right to buy)

$ 2.4

06/07/2012

68,050

⁽⁶⁾

06/07/2022

Common Stock

68,050

$ 0

68,050

See footnotes ⁽¹⁾ ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK, NY 10282		X
GOLDMAN SACHS & CO 200 WEST STREET NEW YORK, NY 10282		X
GSCP V ADVISORS, L.L.C. 200 WEST STREET NEW YORK, NY 10282		X
GSCP V OFFSHORE ADVISORS, L.L.C. 200 WEST STREET NEW YORK, NY 10282		X
GS ADVISORS V, L.L.C. 200 WEST STREET NEW YORK, NY 10282		X
GOLDMAN, SACHS MANAGEMENT GP GMBH 200 WEST STREET NEW YORK, NY 10282		X
GS CAPITAL PARTNERS V FUND, L.P. 200 WEST STREET NEW YORK, NY 10282		X
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. 200 WEST STREET NEW YORK, NY 10282		X
GS CAPITAL PARTNERS V GMBH & CO. KG 200 WEST STREET NEW YORK, NY 10282		X
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. 200 WEST STREET NEW YORK, NY 10282		X

Signatures

/s/ Yvette Kosic, Attorney-in-Fact		06/11/2012
^**Signature of Reporting Person		Date
/s/ Yvette Kosic, Attorney-in-Fact		06/11/2012
^**Signature of Reporting Person		Date
/s/ Yvette Kosic, Attorney-in-Fact		06/11/2012
^**Signature of Reporting Person		Date
/s/ Yvette Kosic, Attorney-in-Fact		06/11/2012
^**Signature of Reporting Person		Date
/s/ Yvette Kosic, Attorney-in-Fact		06/11/2012
^**Signature of Reporting Person		Date
/s/ Yvette Kosic, Attorney-in-Fact		06/11/2012
^**Signature of Reporting Person		Date
/s/ Yvette Kosic, Attorney-in-Fact		06/11/2012
^**Signature of Reporting Person		Date
/s/ Yvette Kosic, Attorney-in-Fact		06/11/2012
^**Signature of Reporting Person		Date
/s/ Yvette Kosic, Attorney-in-Fact		06/11/2012
^**Signature of Reporting Person		Date
/s/ Yvette Kosic, Attorney-in-Fact		06/11/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GSCP V Advisors, L.L.C. ("GSCP Advisors"), GSCP V Offshore Advisors, L.L.C. ("GSCP Offshore Advisors"), GS Advisors V, L.L.C. ("GS Advisors"), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS Capital Partners V Fund, L.P. ("GS Capital"), GS Capital Partners V Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners V GmbH & Co. KG ("GS Germany"), GS Capital Partners V Institutional, L.P. ("GS Institutional" and, together with GS Capital, GS Offshore and GS Germany, the "Funds") (GS Group, Goldman Sachs, GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS GmbH and the Funds, collectively, the "Reporting Persons").
(2)	The 51,496 shares of common stock, par value $0.001 per share (the "Common Stock"), were granted pursuant to Limelight Network, Inc.'s (the "Company") 2007 Equity Incentive Plan, consisting of 25,748 restricted stock units granted to Joseph H. Gleberman and 25,748 restricted stock units granted to Peter J. Perrone, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each grant of 25,748 restricted stock units, if eligible, shall become fully vested and exercisable on the day prior to the Company's 2013 annual shareholder meeting (but in no event later than December 31, 2013), subject to continued board service through such date. Each restricted stock unit represents a contingent right to receive one share of the Company's Common Stock. Each of Mr. Gleberman and Mr. Perrone has an understanding with GS Group pursuant to which such shares are held for the benefit of GS Group.
(3)	GS Group also may be deemed to beneficially own 29,932 shares of Common Stock that were granted pursuant to the Company's 2007 Equity Incentive Plan on June 9, 2011, consisting of 14,966 restricted stock units granted to Joseph H. Gleberman and 14,966 restricted stock units granted to Peter J. Perrone, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each grant of 14,966 restricted stock units became fully vested and exercisable on June 6, 2012. Each restricted stock unit represents a contingent right to receive one share of the Company's Common Stock. Each of Mr. Gleberman and Mr. Perrone has an understanding with GS Group pursuant to which such shares are held for the benefit of GS Group.
(4)	Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 900 shares of the Company's Common Stock. GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 30,272,493 shares of the Company's Common Stock by reason of the direct ownership of Common Stock by the Funds. Goldman Sachs also holds open short positions of 1,440 shares of Common Stock, reflecting changes due to exempt transactions. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner of the Funds. Goldman Sachs is the investment manager of certain of the Funds. Goldman Sachs is a wholly-owned subsidiary of GS Group. GS Group and Goldman Sachs each disclaims beneficial ownership of the shares of Common Stock owned by the Funds except to the extent of its pecuniary interest therein.
(5)	GS Capital beneficially owns directly and its general partner, GSCP Advisors, may be deemed to beneficially own indirectly 15,940,283 shares of Common Stock. GSCP Offshore beneficially owns directly and its general partner, GSCP Offshore Advisors, may be deemed to beneficially own indirectly 8,234,087 shares of Common Stock. GS Institutional beneficially owns directly and its general partner, GS Advisors, may be deemed to beneficially own indirectly 5,466,153 shares of Common Stock. GS Germany beneficially owns directly and its general partner, GS GmbH, may be deemed to beneficially own indirectly 631,970 shares of Common Stock.
(6)	The options to purchase 68,050 shares of Common Stock were granted pursuant to the Company's 2007 Equity Incentive Plan, consisting of 34,025 options granted to Joseph H. Gleberman and 34,025 options granted to Peter J. Perrone, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each grant of 34,025 options is fully vested and exercisable on the day prior to the Company's 2013 annual shareholder meeting (but in no event later than December 31, 2013), subject to continued board service through such date. Each of Joseph H. Gleberman and Peter J. Perrone has an understanding with GS Group pursuant to which he holds such options for the benefit of GS Group.

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