| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/25/2022 |
3. Issuer Name and Ticker or Trading Symbol
Limelight Networks, Inc. [ LLNW ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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 | 6,795,628(1)(2) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: 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. |
| Ajay Kapur by: James R. Todd, Attorney-in-Fact | 02/08/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||