FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Sherman J Donald   2. Issuer Name and Ticker or Trading Symbol AKAMAI TECHNOLOGIES INC [AKAM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O AKAMAI TECHNOLOGIES, INC., 8 CAMBRIDGE CENTER 3. Date of Earliest Transaction (Month/Day/Year) 02/05/2010 (Street) CAMBRIDGE, MA 02142 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $.01 per share 02/05/2010   M   1,364 A $ 0 60,107 D   Common Stock, par value $.01 per share 02/05/2010   M   4,548 A $ 0 64,655 D   Common Stock, par value $.01 per share 02/05/2010   M   8,921 A $ 0 73,576 D   Common Stock, par value $.01 per share 02/05/2010   M   7,730 A $ 0 81,306 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$ 25.32	02/05/2010		A		46,512		(1)	02/05/2017	Common Stock	46,512	$ 25.32	46,512	D
Restricted Stock Units (2)	$ 0	02/05/2010		M			2,000	(3)	(6)	Common Stock	2,000	$ 0	0	D
Restricted Stock Units (2)	$ 0	02/05/2010		M			6,667	(4)	(6)	Common Stock	6,667	$ 0	6,667	D
Restricted Stock Units (2)	$ 0	02/05/2010		M			13,408	(5)	(6)	Common Stock	13,408	$ 0	26,817	D
Restricted Stock Units (2)	$ 0	02/05/2010		M			13,408	(5)	(6)	Common Stock	13,408	$ 0	26,818	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Sherman J Donald C/O AKAMAI TECHNOLOGIES, INC. 8 CAMBRIDGE CENTER CAMBRIDGE, MA 02142			Chief Financial Officer

Signatures

/s/ JD Sherman		02/05/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Stock Option vests as follows: 25% on February 5, 2011, and the remaining 75% vests in equal installments of 6.25% each quarter thereafter.
(2)	Each Restricted Stock Unit ("RSU") represents the right to receive one share of Akamai common stock upon vesting.
(3)	RSUs vest in three 33% annual installments on the second business day following the date on which the Company releases its financial results for each of 2007, 2008 and 2009 if Akamai achieves certain corporate performance objectives during such years.
(4)	RSUs vest in three 33% annual installments on the second business day following the date on which the Company releases its financial results for each of 2008, 2009 and 2010 if Akamai achieves certain corporate performance objectives during such years.
(5)	RSUs vest in three 33% annual installments on the second business day following the date on which the Company releases its financial results for each of 2009, 2010 and 2011 if Akamai achieves certain corporate performance objectives during such years.
(6)	Not applicable.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.