AKAMAI TECHNOLOGIES INC — Director's Dealing 2023

Mar 8, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AKAMAI TECHNOLOGIES INC (AKAM)
CIK: 0001086222
Period of Report: 2023-03-06

Reporting Person: LEIGHTON F THOMSON (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-07	Common Stock	P	333	$75.28	Acquired	64942	Direct
2023-03-07	Common Stock	M	11903	—	Acquired	76845	Direct
2023-03-07	Common Stock	F	5317	$74.94	Disposed	71528	Direct
2023-03-08	Common Stock	P	334	$74.89	Acquired	71862	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-06	Restricted Stock Units	$0.0	A	70056	Acquired	2026-03-07	Common Stock (70056.0)	Direct
2023-03-06	Performance Restricted Stock Units	$0.0	A	42033	Acquired	2026-03-07	Common Stock (42033.0)	Direct
2023-03-06	TSR Restricted Stock Units	$0.0	A	28022	Acquired	2026-03-07	Common Stock (28022.0)	Direct
2023-03-07	Restricted Stock Units	$0.0	M	11903	Disposed	2025-03-08	Common Stock (11903.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	108358	Indirect
Common Stock	2218134	Indirect
Common Stock	20963	Indirect

Footnotes

F1: Purchase was made pursuant to a Rule 10b5-1 Plan adopted by Mr. Leighton on November 10, 2022.

F2: The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $75.27 to $75.28, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

F3: The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $74.79 to $74.92, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

F4: Held by the TBL Foundation of which Mr. Leighton serves as a trustee.

F5: Held by the F. Thomson Leighton and Bonnie B. Leighton Revocable Trust dtd 11/3/99 of which Mr. Leighton serves as a trustee. Mr. Leighton disclaims beneficial ownership of shares held by such trust except to the extent of his pecuniary interest therein.

F6: 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.

F7: Each restricted stock unit ("RSU") represents the right to receive one share of Akamai common stock upon vesting.

F8: RSUs vest over three years in equal installments on the first, second and third anniversaries of the grant date.

F9: Vesting of such RSUs is dependent on Akamai's achievement of a specified financial performance targets for each of 2023, 2024 and 2025. To the extent such targets are met, the RSUs will vest on the date the company's financial results for 2025 are certified. Amount reported is target issuable.

F10: 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 2023, 2024 and 2025. 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 2025 are certified. Amount reported is target issuable.