Scott N Semel Form 4 IntraLinks / SCOTT N SEMEL ownership change

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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X

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^*

SEMEL SCOTT N

(Last) (First) (Middle)

C/O INTRALINKS HOLDINGS, INC.

150 EAST 42ND STREET, 8TH FLOOR

(Street)

NEW YORK NY 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, Gen Counsel & Secretary

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/19/2017		U(1)		95,156	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	01/19/2017		U			21,100	(3)	(3)	Common Stock	21,100	$0	0	D
Restricted Stock Units	(2)	01/19/2017		U			14,583	(4)	(4)	Common Stock	14,583	$0	0	D
Restricted Stock Units	(2)	01/19/2017		U			11,429	(4)	(4)	Common Stock	11,429	$0	0	D
Restricted Stock Units	(2)	01/19/2017		U			2,322	(4)	(4)	Common Stock	2,322	$0	0	D
Stock Option (right to buy)	$7.25	01/19/2017		U			90,000	(5)	(5)	Common Stock	90,000	$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.

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

3. 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 that Agreement and Plan of Merger, dated December 5, 2016 (the "Merger Agreement"), pursuant to which Synchronoss acquired the Issuer (the "Merger"), pursuant to which the Merger became effective on January 19, 2017.

4. 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 Merger and such restricted stock units were cancelled and extinguished in exchange for a cash payment as described in the Merger Agreement.

5. The reporting person was granted an option to purchase these shares pursuant to the Issuer's 2010 Equity Incentive Plan. The option was fully vested upon the closing of the Merger and such option was cancelled and extinguished in exchange for a cash payment 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).
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