SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

O'Leary Leif

(Last)

(First)

(Middle)

C/O INTRALINKS HOLDINGS, INC.

150 EAST 42ND STREET

(Street)

8TH FLOOR

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IntraLinks Holdings, Inc. [ IL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Global Sales

3. Date of Earliest Transaction (Month/Day/Year)
01/19/2017

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/19/2017		U⁽¹⁾		20,604	D	$13	0	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	01/19/2017		U			2,083	⁽³⁾	⁽³⁾	Common Stock	2,083	$0	0	D
Restricted Stock Units	⁽²⁾	01/19/2017		U			3,519	⁽³⁾	⁽³⁾	Common Stock	3,519	$0	0	D
Restricted Stock Units	⁽²⁾	01/19/2017		U			4,388	⁽³⁾	⁽³⁾	Common Stock	4,388	$0	0	D
Restricted Stock Units	⁽²⁾	01/19/2017		U			38,600	⁽³⁾	⁽³⁾	Common Stock	38,600	$0	0	D
Stock Option (right to buy)	$5.78	01/19/2017		U			60,000	⁽⁴⁾	04/05/2023	Common Stock	60,000	$0	0	D
Stock Option (right to buy)	$8.73	01/19/2017		U			20,000	⁽⁴⁾	10/03/2023	Common Stock	20,000	$0	0	D

Explanation of Responses:

1. Disposed of pursuant to the closing, on January 19, 2017, of a cash tender offer by GL Merger Sub, Inc., a wholly owned subsidiary of Synchronoss Technologies, Inc. ("Synchronoss").

2. Each restricted stock unit represents a contingent right to receive one shares of Common Stock of the Issuer.

3. The reporting person was granted restricted stock units pursuant to the Issuer's 2010 Equity Incentive Plan. The unvested restricted stock units were assumed by Synchronoss and converted in accordance with the exchange ratio set forth in the Agreement and Plan of Merger, dated as of December 5, 2016 (the "Merger Agreement"), by and among Synchronoss, GL Merger Sub, Inc. and the Issuer, pursuant to which Synchronoss acquired the Issuer in a merger that became effective on January 19, 2017.

4. The reporting person was granted an option to purchase these shares pursuant to the Issuer's 2010 Equity Incentive Plan. The vested portion of such option was cancelled and extinguished in exchange for a cash payment as described in the Merger Agreement. The unvested portion of such option was assumed by Synchronoss and converted in accordance with the exchange ratio set forth in the Merger Agreement.

Remarks:

	/s/ Jolie Siegel, Attorney-In-Fact	01/20/2017
	** 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 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).
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