UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
LIMELIGHT NETWORKS, INC.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
53261M104
--------------------------------------------
(CUSIP Number)
December 31, 2018
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 27
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CUSIP No. 53261M104 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
96,703
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
96,703
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
96,703
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
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12. Type of Reporting Person
HC-CO
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Page 2 of 27
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CUSIP No. 53261M104 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS & CO. LLC
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
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4. Citizenship or Place of Organization
New York
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
96,703
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
96,703
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
96,703
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-OO-IA
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Page 3 of 27
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CUSIP No. 53261M104 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS V FUND, L.P.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
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12. Type of Reporting Person
PN
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Page 4 of 27
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CUSIP No. 53261M104 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP V Advisors, L.L.C.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 5 of 27
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CUSIP No. 53261M104 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
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Page 6 of 27
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CUSIP No. 53261M104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP V OFFSHORE ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 7 of 27
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CUSIP No. 53261M104 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
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Page 8 of 27
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CUSIP No. 53261M104 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD ADVISORS, L.L.C.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 9 of 27
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CUSIP No. 53261M104 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS V GMBH & CO. KG
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
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Page 10 of 27
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CUSIP No. 53261M104 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN, SACHS MANAGEMENT GP GMBH
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
0
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
0
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 11 of 27
Item 1(a). Name of Issuer:
LIMELIGHT NETWORKS, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
222 South Mill Avenue, 8th Floor
Tempe, AZ 85281
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN SACHS & CO. LLC
GS CAPITAL PARTNERS V FUND, L.P.
GSCP V Advisors, L.L.C.
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
GSCP V OFFSHORE ADVISORS, L.L.C.
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
MBD ADVISORS, L.L.C.
GS CAPITAL PARTNERS V GMBH & CO. KG
GOLDMAN, SACHS MANAGEMENT GP GMBH
*Foregoing does not include all indirect holding entities
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business office of each of the
Reporting Persons is:
200 West Street, New York, NY 10282
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN SACHS & CO. LLC - New York
GS CAPITAL PARTNERS V FUND, L.P. - Delaware
GSCP V Advisors, L.L.C. - Delaware
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. - Cayman Islands
GSCP V OFFSHORE ADVISORS, L.L.C. - Delaware
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. - Delaware
MBD ADVISORS, L.L.C. - Delaware
GS CAPITAL PARTNERS V GMBH & CO. KG - Germany
GOLDMAN, SACHS MANAGEMENT GP GMBH - Germany
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value
Item 2(e). CUSIP Number:
53261M104
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[_] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[_] A non-U.S. institution in accordance with
Rule 13d-1(b)(1)(ii)(J);
(k).[_] A group, in accordance with Rule 13d-1(b)(1)(ii)
(A) through (K).
If filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please specify the type of institution:
Page 12 of 27
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting persons have ceased to be
the beneficial owners of more than five percent of the class
of securities, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Clients of the Reporting Person(s) have or may have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, securities
held in their accounts. Clients known to have such right or
power with respect to more than 5% of the class of
securities to which this report relates are:
NONE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
--------------------------
*In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units.
Page 13 of 27
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 13, 2019
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GS CAPITAL PARTNERS V FUND, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GSCP V Advisors, L.L.C.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GSCP V OFFSHORE ADVISORS, L.L.C.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
MBD ADVISORS, L.L.C.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GS CAPITAL PARTNERS V GMBH & CO. KG
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Page 14 of 27
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.4 Power of Attorney, relating to
GOLDMAN SACHS & CO. LLC
99.5 Power of Attorney, relating to
GS CAPITAL PARTNERS V FUND, L.P.
99.6 Power of Attorney, relating to
GSCP V Advisors, L.L.C.
99.7 Power of Attorney, relating to
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
99.8 Power of Attorney, relating to
GSCP V OFFSHORE ADVISORS, L.L.C.
99.9 Power of Attorney, relating to
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
99.10 Power of Attorney, relating to
MBD ADVISORS, L.L.C.
99.11 Power of Attorney, relating to
GS CAPITAL PARTNERS V GMBH & CO. KG
99.12 Power of Attorney, relating to
GOLDMAN, SACHS MANAGEMENT GP GMBH
Page 15 of 27
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Common Stock, $0.001 par value, of LIMELIGHT NETWORKS, INC.
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.
Date: February 13, 2019
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GS CAPITAL PARTNERS V FUND, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GSCP V Advisors, L.L.C.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GSCP V OFFSHORE ADVISORS, L.L.C.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
MBD ADVISORS, L.L.C.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GS CAPITAL PARTNERS V GMBH & CO. KG
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Page 16 of 27
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by THE GOLDMAN SACHS GROUP, INC.("GS Group"),
as a parent holding company, were owned directly or indirectly by
GS CAPITAL PARTNERS V FUND, L.P., GS CAPITAL PARTNERS V INSTITUTIONAL, L.P,
each a Delaware limited partnership, GS CAPITAL PARTNERS V OFFSHORE FUND,
L.P., a Cayman Islands exempted limited partnership, and GS CAPITAL
PARTNERS V GMBH & CO. KG , a German civil law partnership with limitation
of liability (collectively, the "Investing Entities"), or were owned, or
were deemed to be beneficially owned, by GOLDMAN SACHS & CO. LLC
("Goldman Sachs"), a broker or dealer registered under Section 15 of
the Act and an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940. The general partner, managing general partner or other
manager of each of the Investing Entities were an affiliate of GS Group. Goldman
Sachs is a subsidiary of GS Group. Goldman Sachs was the investment
manager of certain of the Investing Entities.
Page 17 of 27
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC.
(the "Company") does hereby make, constitute and appoint each of
Eddie Arhagba, Jose Canas, Abdul Khayum, Jerry Li and Rachel Fraizer, acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf, whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company pursuant to Rule 13f-1 or Regulation 13D-G under the Securities
Exchange Act of 1934, (as amended, the Act), which may be required of the
Company with respect to securities which may be deemed to be beneficially
owned by the Company under the Act, giving and granting unto each side
Attorney-in-fact power and authority to act in the premises as fully and
to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and
confirming all that said Attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
December 31, 2020 unless earlier revoked by written instrument, or in the event
am Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc.
or one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to December 31, 2020, this
Power of Attorney shall cease to have effect in relation to such Attorney-in-
fact upon such cessation but shall continue in full force and effect in
relation to the remaining Attorneys-in-fact. The Company has the unrestricted
right unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Eddie Arhagba, Jose Canas, Abdul Khayum, and Jerry Li on June 26, 2017.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 19, 2018.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
Page 18 of 27
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN SACHS & CO. LLC (the "Company") does
hereby make, constitute and appoint each of Eddie Arhagba, Jose Canas, Abdul
Khayum, Jerry Li and Rachel Fraizer acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf, whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company pursuant to Rule 13f-1 or Regulation
13D-G under the Securities Exchange Act of 1934, (as amended, the Act),
which may be required of the Company with respect to securities which may be
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each side Attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or
could do if personally present by one ofits authorized signatories, hereby
ratifying and confirming all that said Attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
December 31, 2020 unless earlier revoked by written instrument, or in the event
am Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc.
or one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to December 31, 2020, this
Power of Attorney shall cease to have effect in relation to such Attorney-in-
fact upon such cessation but shall continue in full force and effect in
relation to the remaining Attorneys-in-fact. The Company has the unrestricted
right unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Eddie Arhagba, Jose Canas, Abdul Khayum, and Jerry Li on June 26, 2017.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 19, 2018
GOLDMAN SACHS & CO. LLC
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
Page 19 of 27
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS V FUND, L.P.
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
April 17th, 2018.
GS CAPITAL PARTNERS V FUND, L.P.
By: GSCP V ADVISORS, L.L.C.
By: /s/ Susan Hodkinson
____________________________
Name: Susan Hodkinson
Title: Authorized Signatory
Page 20 of 27
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GSCP V Advisors, L.L.C. (the "Company") does
hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry
Li, and Jose Canas, acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf, whether the Company is
acting
individually or as representative of others, any and all filings required to be
made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the
Securities Exchange Act of 1934, (as amended, the Act), which may be required
of
the Company with respect to securities which may be deemed to be beneficially
owned by the Company under the Act, giving and granting unto each side
Attorney-
in-fact power and authority to act in the premises as fully and to all intents
and purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
April 17th, 2018.
GSCP V Advisors, L.L.C.
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory
Page 21 of 27
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
April 17th, 2018.
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
By: GSCP V OFFSHORE ADIVOSRS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 22 of 27
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GSCP V OFFSHORE ADVISORS, L.L.C.
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
April 17th, 2018.
GSCP V OFFSHORE ADVISORS, L.L.C.
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory
Page 23 of 27
EXHIBIT (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
April 17th, 2018.
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
By: MBD ADVISORS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 24 of 27
EXHIBIT (99.10)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS MBD ADVISORS, L.L.C. (the "Company") does
hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry
Li, and Jose Canas, acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf, whether the Company is
acting
individually or as representative of others, any and all filings required to be
made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the
Securities Exchange Act of 1934, (as amended, the Act), which may be required
of
the Company with respect to securities which may be deemed to be beneficially
owned by the Company under the Act, giving and granting unto each side
Attorney-
in-fact power and authority to act in the premises as fully and to all intents
and purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
April 17th, 2018.
MBD ADVISORS, L.L.C.
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory
Page 25 of 27
EXHIBIT (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS V GMBH & CO. KG
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
April 17th, 2018.
GS CAPITAL PARTNERS V GMBH & CO. KG
By: GS Advisors V, L.L.C., its Managing Limited Partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 26 of 27
EXHIBIT (99.12)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN, SACHS MANAGEMENT GP GMBH
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
April 17th, 2018.
GOLDMAN, SACHS MANAGEMENT GP GMBH
By: /s/ Laurie Schmidt
____________________________
Name: Laurie Schmidt
Title: Managing Director
By: /s/ Michael Schramm
____________________________
Name: Michael Schramm
Title: Managing Director
Page 27 of 27