Edgar Filing: Benson James M

Ownership Submission

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, 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Benson James M

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2012

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

(Last)

(First)

(Middle)

C/O AKAMAI TECHNOLOGIES, INC.,Â 8 CAMBRIDGE CENTER

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Financial Officer

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

(Street)

CAMBRIDGE,Â MAÂ 02142

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 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, par value $.01 per share	9,149	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	Â ⁽¹⁾	10/20/2016	Common Stock	25,000	$ 21.94	D	Â
Restricted Stock Units ⁽²⁾	Â ⁽³⁾	Â ⁽¹¹⁾	Common Stock	5,383	$ 0	D	Â
Restricted Stock Units ⁽²⁾	Â ⁽⁴⁾	Â ⁽¹¹⁾	Common Stock	8,034	$ 0	D	Â
Restricted Stock Units ⁽²⁾	Â ⁽⁵⁾	Â ⁽¹¹⁾	Common Stock	7,046	$ 0	D	Â
Restricted Stock Units ⁽²⁾	Â ⁽⁶⁾	Â ⁽¹¹⁾	Common Stock	5,258	$ 0	D	Â
Restricted Stock Units ⁽²⁾	Â ⁽⁷⁾	Â ⁽¹¹⁾	Common Stock	17,073	$ 0	D	Â
Restricted Stock Units ⁽²⁾	Â ⁽⁸⁾	Â ⁽¹¹⁾	Common Stock	18,729	$ 0	D	Â
Restricted Stock Units ⁽²⁾	Â ⁽⁹⁾	Â ⁽¹¹⁾	Common Stock	18,728	$ 0 ⁽⁹⁾	D	Â
Stock Option (right to buy)	Â ⁽¹⁰⁾	02/11/2019	Common Stock	20,945	$ 38.43	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Benson James M C/O AKAMAI TECHNOLOGIES, INC. 8 CAMBRIDGE CENTER CAMBRIDGE,Â MAÂ 02142	Â	Â	Â Chief Financial Officer	Â

Signatures

/s/ James Benson		03/01/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Option vests over four years as follows: 25% on October 20, 2010 with the remaining 75% vesting in equal installments of 6.25% each quarter thereafter.
(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 as follows: 33% on February 23, 2011 with the remaining 67% vesting in equal installments of 8.33% each quarter thereafter.
(4)	Vesting of such RSUs is dependent on Akamai's achievement of cumulative revenue and earnings per share targets for fiscal years 2010, 2011 and 2012, and the amount reported reflects the maximum number of shares issuable.
(5)	RSUs vest over three years as follows: 33% on February 16, 2012 with the remaining 67% vesting in equal installments of 8.33% each quarter thereafter.
(6)	Vesting of such RSUs is dependent on Akamai's achievement of cumulative revenue and earnings per share targets for fiscal years 2011, 2012, and 2013, and the amount reported reflects the maximum number of shares issuable.
(7)	RSUs vest over three years as follows: 33% on September 2, 2013 with the remaining 67% vesting in equal installments of 16.75% each quarter thereafter.
(8)	RSUs vest over three years as follows: 33% on each of February 6, 2013, 2014 and 2015.
(9)	Vesting of such RSUs is dependent on Akamai's achievement of a specified normalized earnings per share target for fiscal year 2012. To the extent such target is met, the RSUs will vest in two equal 50% installments on each of February 6, 2014 and 2015. Amount reported is maximum issuable.
(10)	Option vests over three years as follows: 33% on each of February 11, 2013, 2014 and 2015.
(11)	Not applicable.

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