Sec Form 3 Filing - Kapur Ajay @ Limelight Networks, Inc. - 2022-01-25

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
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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1. Name and Address of Reporting Person
Kapur Ajay
2. Issuer Name and Ticker or Trading Symbol
Limelight Networks, Inc. [ LLNW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CTO
(Last) (First) (Middle)
C/O LIMELIGHT NETWORKS, INC., 2220 WEST 14TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/25/2022
(Street)
TEMPE, AZ85281
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 6,795,628( 1 )( 2 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kapur Ajay
C/O LIMELIGHT NETWORKS, INC.
2220 WES T 14TH STREET
TEMPE, AZ85281
CTO
Signatures
Ajay Kapur by: James R. Todd, Attorney-in-Fact 02/08/2022
Signature of Reporting Person Date
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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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