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* Sundaram Mani (Last) (First) (Middle) C/O AKAMAI TECHNOLOGIES, INC. 145 BROADWAY (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/20/2020	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) EVP GSS and CIO	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, par value $.01 per share	5,229	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
Restricted Stock Units(1)	(2)	03/07/2022	Common Stock	3,657	0.0	D
Restricted Stock Units(1)	(3)	03/04/2023	Common Stock	7,089	0.0	D
Restricted Stock Units(1)	(4)	03/06/2023	Common Stock	7,089	0.0	D
Restricted Stock Units(1)	(5)	03/03/2022	Common Stock	7,314	0.0	D
Restricted Stock Units(1)	02/08/2021	02/09/2021	Common Stock	1,814	0.0	D
Restricted Stock Units(1)	(3)	03/02/2022	Common Stock	4,877	0.0	D
Restricted Stock Units(1)	(6)	03/07/2023	Common Stock	3,544	0.0	D
Restricted Stock Units(1)	(7)	03/01/2021	Common Stock	5,440	0.0	D
Restricted Stock Units(1)	(8)	03/07/2021	Common Stock	2,720	0.0	D

Explanation of Responses:

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

2. 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 2018, 2019 and 2020. 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 2022 are certified. Amount reported is target amount issuable; maximum amount issuable is 200% of target amount.

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

4. Vesting of such RSUs is dependent on Akamai's achievement of a specified financial performance targets for each of 2020, 2021 and 2022. To the extent such targets are met, the RSUs will vest on the date the company's financial results for 2022 are certified. Amount reported is target amount issuable; maximum amount issuable is 200% of target amount.

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 is target amount issuable; maximum amount issuable is 200% of target amount.

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 is target amount issuable; maximum amount issuable is 200% of target amount.

7. Vesting of such RSUs is dependent on Akamai's achievement of a specified financial performance targets for each of 2018, 2019 and 2020. To the extent such targets are met, the RSUs will vest on the date the company's financial results for 2020 are certified. Amount reported is target amount issuable; maximum amount issuable is 200% of target amount.

8. 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 2018, 2019 and 2020. 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 2020 are certified. Amount reported is target amount issuable; maximum amount issuable is 200% of target amount.

Remarks:

	/s/ Shaan Majmudar, as power of attorney	05/26/2020
	** 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).
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