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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol IntraLinks Holdings, Inc. [ IL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/19/2017 | U(1) | 741,730 | D | $13 | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $6.05 | 01/19/2017 | U | 1,300,000 | (2) | 12/15/2021 | Common Stock | 1,300,000 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $6.58 | 01/19/2017 | U | 250,000 | (2) | 02/07/2023 | Common Stock | 250,000 | $0 | 0 | D | ||||
| Restricted Stock Units | (3) | 01/19/2017 | U | 300,000 | (4) | (4) | Common Stock | 300,000 | $0 | 0 | D | ||||
| Restricted Stock Units | (3) | 01/19/2017 | U | 10,417 | (5) | (5) | Common Stock | 10,417 | $0 | 0 | D | ||||
| Restricted Stock Units | (3) | 01/19/2017 | U | 51,042 | (5) | (5) | Common Stock | 51,042 | $0 | 0 | D | ||||
| Restricted Stock Units | (3) | 01/19/2017 | U | 175,000 | (4) | (4) | Common Stock | 175,000 | $0 | 0 | D | ||||
| Restricted Stock Units | (3) | 01/19/2017 | U | 54,167 | (5) | (5) | Common Stock | 54,167 | $0 | 0 | D | ||||
| Common Stock | (3) | 01/19/2017 | U | 500,000 | (6) | (6) | Common Stock | 500,000 | $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. The reporting person was granted an option to purchase these shares pursuant to the Issuer's 2010 Equity Incentive Plan. The option accelerated and became fully vested upon the closing of the merger that became effective on January 19, 2017, pursuant to which Synchronoss acquired the Issuer (the "Merger") and such option was cancelled and extinguished in exchange for a cash payment as described in that Agreement and Plan of Merger, dated as of December 5, 2016 (the "Merger Agreement"), pursuant to which the Merger became effective. |
| 3. Each restricted stock unit represents a contingent right to receive one share of Common Stock of the Issuer. |
| 4. 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 when the Merger became effective and converted in accordance with the exchange ratio set forth in the Merger Agreement. |
| 5. The reporting person was granted restricted stock units pursuant to the Issuer's 2010 Equity Incentive Plan. The unvested restricted stock units accelerated and became fully vested upon the closing of the Merger and such restricted stock units were cancelled and extinguished in exchange for a cash payment as described in the Merger Agreement. |
| 6. The reporting person was granted restricted stock units pursuant to the Issuer's 2010 Equity Incentive Plan. These unvested restricted stock units were cancelled and extinguished for no consideration as described 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||