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 *
  McGowan Edward J
2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2019
3. Issuer Name and Ticker or Trading Symbol
AKAMAI TECHNOLOGIES INC [AKAM]
(Last)
(First)
(Middle)
C/O AKAMAI TECHNOLOGIES, INC., 150 BROADWAY
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)
03/01/2019
(Street)

CAMBRIDGE, MA 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)

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) (2)   (3) 02/10/2020 Common Stock 1,671 $ 0 D  
Restricted Stock Units (2)   (3) 05/05/2020 Common Stock 3,169 $ 0 D  
Restricted Stock Units (2)   (3) 11/01/2021 Common Stock 5,536 $ 0 D  
Restricted Stock Units (2)   (4) 03/02/2021 Common Stock 5,760 $ 0 D  
Restricted Stock Units (2)   (5) 03/02/2020 Common Stock 5,010 $ 0 D  
Restricted Stock Units (2)   (6) 03/03/2021 Common Stock 11,520 $ 0 D  
Restricted Stock Units (2)   (7) 02/09/2021 Common Stock 3,841 $ 0 D  
Restricted Stock Units (2)   (3) 10/28/2019 Common Stock 1,278 $ 0 D  
Restricted Stock Units (2)   (8) 03/01/2021 Common Stock 10,022 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McGowan Edward J
C/O AKAMAI TECHNOLOGIES, INC.
150 BROADWAY
CAMBRIDGE, MA 02142
      Chief Financial Officer  

Signatures

/s/ James H Hammons Jr, by power of attorney 04/29/2019
**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) This Form 3 has been amended to reflect all non-derivative holdings of Mr. McGowan at March 1, 2019.
(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: 1/3 on the first anniversary of the date of grant with the remaining 2/3 vesting in equal installments of 8-1/3% each quarter thereafter.
(4) 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 issuable.
(5) 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 2017, 2018 and 2019. 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 2019 are certified. Amount reported is maximum issuable.
(6) 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 maximum issuable.
(7) RSUs in equal amounts on the first, second and third anniversaries of the date of grant.
(8) Vesting of such RSUs is dependent on Akamai's achievement of a specified financial performance targets for each of 2017, 2018 and 2019. To the extent such targets are met, the RSUs will vest on the date the company's financial results for 2019 are certified. Amount reported is maximum issuable.

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