Akamai (AKAM) Form 4 AKAMAI / F THOMSON LEIGHTON ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEIGHTON F THOMSON

(Last) (First) (Middle)

C/O AKAMAI TECHNOLOGIES, INC.

145 BROADWAY

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2022

4. 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 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	02/21/2022		M		73,012	A	$0	275,162	D
Common Stock	02/21/2022		F		31,310	D	$0	243,852	D
Common Stock	02/21/2022		M		16,499	A	$0	260,351	D
Common Stock	02/21/2022		F		7,326	D	$0	253,025	D
Common Stock								108,358	I(1)	See note
Common Stock								1,929,392	I(2)	See note
Common Stock								20,963	I(3)	See footnote

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 Securities Underlying Derivative Security (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: 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
Performance Restricted Stock Units(4)	$0.0	02/21/2022		M			73,012	02/21/2022(5)	03/02/2022	Common Stock	73,012	$0	0	D
TSR Restricted Stock Units(4)	$0.0	02/21/2022		M			16,499	02/21/2022(6)	03/03/2022	Common Stock	16,499	$0	0	D

Explanation of Responses:

1. Held by the TBL Foundation of which Mr. Leighton serves as a trustee.

2. Held by the F. Thomson Leighton and Bonnie B. Leighton Revocable Trust dtd 11/3/99. Mr. Leighton disclaims beneficial ownership of shares held by such trust except to the extent of his pecuniary interest therein.

3. Held by the David T. Leighton Trust of which F. Thomson Leighton is a trustee. F. Thomson Leighton disclaims beneficial ownership of shares held by such trust.

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

5. Vesting of such RSUs is dependent on Akamai's achievement of a specified financial performance targets for each of 2019, 2020 and 2021. To the extent such targets are met, the RSUs will vest on the date the company's financial results for 2021 are certified. Amount reported reflects number of RSUs earned.

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 2019, 2020 and 2021. 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 2021 are certified. Amount reported reflects number of RSUs earned.

Remarks:

	/s/ Laura Howell, by power of attorney	02/23/2022
	** 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 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).
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