SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Hirsch Gary (Last) (First) (Middle) C/O INTRALINKS HOLDINGS, INC. 150 EAST 42ND STREET, 8TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/05/2010	3. Issuer Name and Ticker or Trading Symbol IntraLinks Holdings, Inc. [ IL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior VP, Gen Counsel and Sec	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	11,429	D
Common Stock	20,000(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-1 Preferred Stock	(2)	(2)	Common Stock	93,186	(2)	D
Stock Option (right to buy)	(3)	12/04/2017	Common Stock	8,571	$1.59	D
Stock Option (right to buy)	(4)	02/26/2020	Common Stock	30,000	$3.29	D

Explanation of Responses:

1. Consists of shares of restricted Common Stock granted pursuant to a restricted Common Stock award on 12/4/2007. 25% of the shares vested and became exercisable on June 30, 2008, and 1.78% of the shares vest and become exercisable every month thereafter until all shares have vested on December 31, 2011.

2. The Series A-1 Preferred Stock is convertible at any time, at the holder's election, on a 1-for-1 basis into shares of Common Stock and does not have an expiration date. These securities will automatically convert into shares of Common Stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering, subject to certain conditions.

3. The reporting person was granted an option to purchase these shares on 12/4/2007. 2,500 of the shares are presently vested and exercisable, and approximately 357 of the shares vest and become exercisable at the end of every month thereafter until all shares have vested on December 31, 2011.

4. The reporting person was granted an option to purchase these shares on 2/26/2010. 25% of the shares vest and become exercisable on February 28, 2011, and 1.78% of the shares vest and become exercisable every month thereafter until all shares have vested on August 31, 2014.

	/s/ Gary Hirsch	08/05/2010
	** 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 5 (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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