Akamai (AKAM) Form 3 AKAMAI / William Wheaton ownership change

SEC Form 3

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^*

Wheaton William

(Last) (First) (Middle)

C/O AKAMAI TECHNOLOGIES, INC.

150 BROADWAY

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2016

3. Issuer Name and Ticker or Trading Symbol
AKAMAI TECHNOLOGIES INC [ AKAM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice Pres., Media

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	33,061	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock option (right to buy)	(1)	02/08/2020	Common Stock	3,922	35.42	D
Restricted Stock Units(2)	(3)	(4)	Common Stock	2,355	0.0	D
Restricted Stock Units(2)	(3)	02/12/2019	Common Stock	4,735	0.0	D
Restricted Stock Units(2)	(5)	02/07/2018	Common Stock	21,186	0.0	D
Restricted Stock Units(2)	(6)	02/12/2020	Common Stock	18,722	0.0	D
Restricted Stock Units(2)	(7)	07/22/2020	Common Stock	5,498	0.0	D
Restricted Stock Units(2)	(8)	02/11/2020	Common Stock	37,444	0.0	D
Restricted Stock Units(2)	(9)	02/13/2020	Common Stock	21,304	0.0	D

Explanation of Responses:

1. Option vests over three years as follows: 33% on each of February 8, 2014, 2015 and 2016.

2. Each restricted stock unit ("RSU") represents the right to receive one share of Akamai common stock upon vesting.

3. RSUs vest over three years in equal installments on the first, second and third anniversaries of the grant date.

4. Not applicable.

5. RSUs vest 50% on the date 2015 financial results are certified in the first quarter of 2016 and 50% on the second anniversary of such date.

6. Vesting of such RSUs is dependent on the relative cumulative total shareholder return of Akamai's common stock as compared to the S&P 500 Information Technology Index for 2016, 2017 and 2018. To the extent the company's total shareholder return exceeds specified target percentile rankings within such index, the RSUs will vest in full on the date the company's financial results for 2018 are certified. Amount reported is maximum issuable.

7. RSUs vest over three years as follows: 33% on July 22, 2016, with the remaining 67% vesting in equal installments of 8.33% each quarter thereafter.

8. Vesting of such RSUs is dependent on Akamai's achievement of specified annual revenue and earnings per share targets for each of fiscal years 2016, 2017 and 2018. To the extent such targets are met, the RSUs will vest in full on the date the company's financial results for 2018 are certified. Amount reported is maximum issuable.

9. Vesting of such RSUs is dependent on Akamai's achievement of a specified revenue and operating free cash flow targets for fiscal years 2015 and 2016. To the extent such target is met, the RSUs will vest in two equal 50% installments in February 2017 and 2018. Amount reported is maximum issuable.

Remarks:

	/s/ James H Hammons, Jr., by power of attorney	02/16/2016
	** 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).
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