SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Amendment No. 2*
AKAMAI TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
00971T101
(CUSIP Number)
December 31, 2003
(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)
/X/ Rule 13d-1(c)
/ / 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 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).
CUSIP No. 00971T101 Page 2 of 7 pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Anne E. Lewin
2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
300,000 shares
Number of 6. Shared Voting Power
Shares
Beneficially 4,900,310 shares
Owned by Each
Reporting 7. Sole Dispositive Power
Person With:
300,000 shares
8. Shared Dispositive Power
4,900,310 shares
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,200,310 shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
Not applicable.
11. Percent of Class Represented by Amount in Row (9)
4.3%
12. Type of Reporting Person (See Instructions)
IN
CUSIP No. 00971T101 Page 3 of 7 pages
1. Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Susan Silberberg
2. Check the Appropriate Box if a Member of a Group (See
Instructions) (a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power
195,400 shares
Number of 6. Shared Voting Power
Shares
Beneficially 4,900,310 shares
Owned by Each
Reporting 7. Sole Dispositive Power
Person With:
195,400 shares
8. Shared Dispositive Power
4,900,310 shares
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,095,710 shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
Not applicable.
11. Percent of Class Represented by Amount in Row (9)
4.2%
12. Type of Reporting Person (See Instructions)
IN
CUSIP No. 00971T101 Page 4 of 7 pages
ITEM 1(A). NAME OF ISSUER:
Akamai Technologies, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
8 Cambridge Center
Cambridge, MA 02142
ITEM 2(A). NAME OF PERSON FILING:
Anne E. Lewin and Susan Silberberg
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
The address of Ms. Lewin and Ms. Silberberg is:
c/o Nan Giner
Hale and Dorr LLP
60 State Street
Boston, MA 02109
ITEM 2(C). CITIZENSHIP:
Ms. Lewin and Ms. Silberberg are citizens of the United
States.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common stock, $0.01 par value per share.
ITEM 2(E). CUSIP NUMBER:
00971T101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: Not
applicable.
ITEM 4. OWNERSHIP:
Pursuant to Rule 13d-3, Ms. Lewin may be deemed to
beneficially own the common stock of Akamai Technologies,
Inc. as follows:
(a) Amount Beneficially Owned: 5,200,310 shares
(b) Percent of Class: 4.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
300,000 shares
(ii) Shared power to vote or to direct the vote:
4,900,310 shares
(iii) Sole power to dispose or to direct the
disposition of: 300,000 shares
(iv) Shared power to dispose or to direct the
disposition of: 4,900,310 shares
Pursuant to Rule 13d-3, Ms. Silberberg may be deemed to
beneficially own the common stock of Akamai Technologies,
Inc. as follows:
CUSIP No. 00971T101 Page 5 of 7 pages
(a) Amount Beneficially Owned: 5,095,710 shares
(b) Percent of Class: 4.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
195,400 shares
(ii) Shared power to vote or to direct the vote:
4,900,310 shares
(iii) Sole power to dispose or to direct the
disposition of: 195,400 shares
(iv) Shared power to dispose or to direct the
disposition of: 4,900,310 shares
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 person has ceased to be the
beneficial owner 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: Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY OR CONTROL PERSON:
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
This Schedule 13G is being filed jointly pursuant to Rule
13d-1(k). As a result of the relationship between the Filing
Persons described herein, the Filing Persons may be deemed to
compromise a "group" within the meaning of Section 13 and the
Rules promulgated thereunder. However, the Filing Persons deny
such group status.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not applicable.
ITEM 10. CERTIFICATIONS:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
CUSIP No. 00971T101 Page 6 of 7 pages
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.
Dated: February 12, 2004 /s/ Anne E. Lewin
------------------------------
Anne E. Lewin
Dated: February 9, 2004 /s/ Susan Silberberg
------------------------------
Susan Silberberg
CUSIP No. 00971T101 Page 7 of 7 pages
Exhibit I
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agrees that only one statement containing the
information required by Schedule 13G need be filed with respect to the ownership
by the undersigned of the shares of common stock of Akamai Technologies, Inc.
EXECUTED as a sealed instrument this:
12th day of February, 2004 /s/ Anne E. Lewin
------------------------------
Anne E. Lewin
9th day of February, 2004 /s/ Susan Silberberg
------------------------------
Susan Silberberg