Washington, D.C. 20549

INTRALINKS HOLDINGS, INC.

(Name of Issuer)

COMMON STOCK, $0.0001 PAR VALUE PER SHARE

(Title of Class of Securities)

46118H104

(CUSIP Number)

October 21, 2011

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		46118H104

(1) This statement on Schedule 13G is filed by Rho Ventures IV, L.P. (“RV IV”), Rho Ventures IV GmbH & Co. Beteiligungs KG (“RV KG”), Rho Ventures IV QP, L.P. (“RV QP”), Rho Ventures IV Holdings, LLC (“RV IV Holdings”), Rho Ventures III Holdings, LLC (“RV III Holdings”), Rho Venture Partners Holdings, LLC (“RVPH”), Rho Investment Partners Holdings, LLC (“RIPH”), Rho Management Ventures IV, L.L.C. (“RMV”), Rho Capital Partners Verwaltungs GmbH (“RCP GmbH”), Rho Capital Partners, LLC (“RCP”), Joshua Ruch (“Ruch”), Habib Kairouz (“Kairouz”) and Mark Leschly (“Leschly,” together with RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH, RIPH, RMV, RCP GmbH, RCP, Ruch and Kairouz, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 583,746 shares held by RV IV, (ii) 1,432,203 shares held by RV KG, (iii) 1,374,283 shares held by RV QP, (iv) 1,271,901 shares held by RV IV Holdings, (v) 2,331,051 shares held by RV III Holdings, (vi) 457,416 shares held by RVPH and (vii) 457,412 shares held by RIPH. RMV is the general partner of RV IV and RV QP and the managing member of RC IV Holdings. RCP GmbH is the general partner of RV KG. RCP is the managing member of RV III Holdings, RVPH and RIPH. As such, RMV, RCP GmbH, and RCP possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. RMV, RCP GmbH, and RCP hold no shares of the Issuer directly. Ruch, Kairouz and Leschly are managing members of RMV and RCP and managing directors of RCP GmbH. As such, Ruch, Kairouz and Leschly possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. Ruch and Leschly hold no shares of the Issuer directly.

(3) This percentage set forth on the cover sheets are calculated based on 54,075,293 shares of Common Stock reported to be outstanding as of August 11, 2011 as set forth in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission (“SEC”) on August 11, 2011.

CUSIP No.		46118H104

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 583,746 shares held by RV IV, (ii) 1,432,203 shares held by RV KG, (iii) 1,374,283 shares held by RV QP, (iv) 1,271,901 shares held by RV IV Holdings, (v) 2,331,051 shares held by RV III Holdings, (vi) 457,416 shares held by RVPH and (vii) 457,412 shares held by RIPH. RMV is the general partner of RV IV and RV QP and the managing member of RC IV Holdings. RCP GmbH is the general partner of RV KG. RCP is the managing member of RV III Holdings, RVPH and RIPH. As such, RMV, RCP GmbH, and RCP possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. RMV, RCP GmbH, and RCP hold no shares of the Issuer directly. Ruch, Kairouz and Leschly are managing members of RMV and RCP and managing directors of RCP GmbH. As such, Ruch, Kairouz and Leschly possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. Ruch and Leschly hold no shares of the Issuer directly.

(3) This percentage set forth on the cover sheets are calculated based on 54,075,293 shares of Common Stock reported to be outstanding as of August 11, 2011 as set forth in the Issuer’s Form 10-Q as filed with the SEC on August 11, 2011.

CUSIP No.		46118H104

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 583,746 shares held by RV IV, (ii) 1,432,203 shares held by RV KG, (iii) 1,374,283 shares held by RV QP, (iv) 1,271,901 shares held by RV IV Holdings, (v) 2,331,051 shares held by RV III Holdings, (vi) 457,416 shares held by RVPH and (vii) 457,412 shares held by RIPH. RMV is the general partner of RV IV and RV QP and the managing member of RC IV Holdings. RCP GmbH is the general partner of RV KG. RCP is the managing member of RV III Holdings, RVPH and RIPH. As such, RMV, RCP GmbH, and RCP possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. RMV, RCP GmbH, and RCP hold no shares of the Issuer directly. Ruch, Kairouz and Leschly are managing members of RMV and RCP and managing directors of RCP GmbH. As such, Ruch, Kairouz and Leschly possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. Ruch and Leschly hold no shares of the Issuer directly.

(3) This percentage set forth on the cover sheets are calculated based on 54,075,293 shares of Common Stock reported to be outstanding as of August 11, 2011 as set forth in the Issuer’s Form 10-Q as filed with the SEC on August 11, 2011.

CUSIP No.		46118H104

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 583,746 shares held by RV IV, (ii) 1,432,203 shares held by RV KG, (iii) 1,374,283 shares held by RV QP, (iv) 1,271,901 shares held by RV IV Holdings, (v) 2,331,051 shares held by RV III Holdings, (vi) 457,416 shares held by RVPH and (vii) 457,412 shares held by RIPH. RMV is the general partner of RV IV and RV QP and the managing member of RC IV Holdings. RCP GmbH is the general partner of RV KG. RCP is the managing member of RV III Holdings, RVPH and RIPH. As such, RMV, RCP GmbH, and RCP possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. RMV, RCP GmbH, and RCP hold no shares of the Issuer directly. Ruch, Kairouz and Leschly are managing members of RMV and RCP and managing directors of RCP GmbH. As such, Ruch, Kairouz and Leschly possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. Ruch and Leschly hold no shares of the Issuer directly.

(3) This percentage set forth on the cover sheets are calculated based on 54,075,293 shares of Common Stock reported to be outstanding as of August 11, 2011 as set forth in the Issuer’s Form 10-Q as filed with the SEC on August 11, 2011.

CUSIP No.		46118H104

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 583,746 shares held by RV IV, (ii) 1,432,203 shares held by RV KG, (iii) 1,374,283 shares held by RV QP, (iv) 1,271,901 shares held by RV IV Holdings, (v) 2,331,051 shares held by RV III Holdings, (vi) 457,416 shares held by RVPH and (vii) 457,412 shares held by RIPH. RMV is the general partner of RV IV and RV QP and the managing member of RC IV Holdings. RCP GmbH is the general partner of RV KG. RCP is the managing member of RV III Holdings, RVPH and RIPH. As such, RMV, RCP GmbH, and RCP possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. RMV, RCP GmbH, and RCP hold no shares of the Issuer directly. Ruch, Kairouz and Leschly are managing members of RMV and RCP and managing directors of RCP GmbH. As such, Ruch, Kairouz and Leschly possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. Ruch and Leschly hold no shares of the Issuer directly.

(3) This percentage set forth on the cover sheets are calculated based on 54,075,293 shares of Common Stock reported to be outstanding as of August 11, 2011 as set forth in the Issuer’s Form 10-Q as filed with the SEC on August 11, 2011.

CUSIP No.		46118H104

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 583,746 shares held by RV IV, (ii) 1,432,203 shares held by RV KG, (iii) 1,374,283 shares held by RV QP, (iv) 1,271,901 shares held by RV IV Holdings, (v) 2,331,051 shares held by RV III Holdings, (vi) 457,416 shares held by RVPH and (vii) 457,412 shares held by RIPH. RMV is the general partner of RV IV and RV QP and the managing member of RC IV Holdings. RCP GmbH is the general partner of RV KG. RCP is the managing member of RV III Holdings, RVPH and RIPH. As such, RMV, RCP GmbH, and RCP possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. RMV, RCP GmbH, and RCP hold no shares of the Issuer directly. Ruch, Kairouz and Leschly are managing members of RMV and RCP and managing directors of RCP GmbH. As such, Ruch, Kairouz and Leschly possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. Ruch and Leschly hold no shares of the Issuer directly.

(3) This percentage set forth on the cover sheets are calculated based on 54,075,293 shares of Common Stock reported to be outstanding as of August 11, 2011 as set forth in the Issuer’s Form 10-Q as filed with the SEC on August 11, 2011.

CUSIP No.		46118H104

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 583,746 shares held by RV IV, (ii) 1,432,203 shares held by RV KG, (iii) 1,374,283 shares held by RV QP, (iv) 1,271,901 shares held by RV IV Holdings, (v) 2,331,051 shares held by RV III Holdings, (vi) 457,416 shares held by RVPH and (vii) 457,412 shares held by RIPH. RMV is the general partner of RV IV and RV QP and the managing member of RC IV Holdings. RCP GmbH is the general partner of RV KG. RCP is the managing member of RV III Holdings, RVPH and RIPH. As such, RMV, RCP GmbH, and RCP possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. RMV, RCP GmbH, and RCP hold no shares of the Issuer directly. Ruch, Kairouz and Leschly are managing members of RMV and RCP and managing directors of RCP GmbH. As such, Ruch, Kairouz and Leschly possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. Ruch and Leschly hold no shares of the Issuer directly.

(3) This percentage set forth on the cover sheets are calculated based on 54,075,293 shares of Common Stock reported to be outstanding as of August 11, 2011 as set forth in the Issuer’s Form 10-Q as filed with the SEC on August 11, 2011.

CUSIP No.		46118H104

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 583,746 shares held by RV IV, (ii) 1,432,203 shares held by RV KG, (iii) 1,374,283 shares held by RV QP, (iv) 1,271,901 shares held by RV IV Holdings, (v) 2,331,051 shares held by RV III Holdings, (vi) 457,416 shares held by RVPH and (vii) 457,412 shares held by RIPH. RMV is the general partner of RV IV and RV QP and the managing member of RC IV Holdings. RCP GmbH is the general partner of RV KG. RCP is the managing member of RV III Holdings, RVPH and RIPH. As such, RMV, RCP GmbH, and RCP possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. RMV, RCP GmbH, and RCP hold no shares of the Issuer directly. Ruch, Kairouz and Leschly are managing members of RMV and RCP and managing directors of RCP GmbH. As such, Ruch, Kairouz and Leschly possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. Ruch and Leschly hold no shares of the Issuer directly.

(3) This percentage set forth on the cover sheets are calculated based on 54,075,293 shares of Common Stock reported to be outstanding as of August 11, 2011 as set forth in the Issuer’s Form 10-Q as filed with the SEC on August 11, 2011.

CUSIP No.		46118H104

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 583,746 shares held by RV IV, (ii) 1,432,203 shares held by RV KG, (iii) 1,374,283 shares held by RV QP, (iv) 1,271,901 shares held by RV IV Holdings, (v) 2,331,051 shares held by RV III Holdings, (vi) 457,416 shares held by RVPH and (vii) 457,412 shares held by RIPH. RMV is the general partner of RV IV and RV QP and the managing member of RC IV Holdings. RCP GmbH is the general partner of RV KG. RCP is the managing member of RV III Holdings, RVPH and RIPH. As such, RMV, RCP GmbH, and RCP possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. RMV, RCP GmbH, and RCP hold no shares of the Issuer directly. Ruch, Kairouz and Leschly are managing members of RMV and RCP and managing directors of RCP GmbH. As such, Ruch, Kairouz and Leschly possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. Ruch and Leschly hold no shares of the Issuer directly.

(3) This percentage set forth on the cover sheets are calculated based on 54,075,293 shares of Common Stock reported to be outstanding as of August 11, 2011 as set forth in the Issuer’s Form 10-Q as filed with the SEC on August 11, 2011.

CUSIP No.		46118H104

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 583,746 shares held by RV IV, (ii) 1,432,203 shares held by RV KG, (iii) 1,374,283 shares held by RV QP, (iv) 1,271,901 shares held by RV IV Holdings, (v) 2,331,051 shares held by RV III Holdings, (vi) 457,416 shares held by RVPH and (vii) 457,412 shares held by RIPH. RMV is the general partner of RV IV and RV QP and the managing member of RC IV Holdings. RCP GmbH is the general partner of RV KG. RCP is the managing member of RV III Holdings, RVPH and RIPH. As such, RMV, RCP GmbH, and RCP possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. RMV, RCP GmbH, and RCP hold no shares of the Issuer directly. Ruch, Kairouz and Leschly are managing members of RMV and RCP and managing directors of RCP GmbH. As such, Ruch, Kairouz and Leschly possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. Ruch and Leschly hold no shares of the Issuer directly.

(3) This percentage set forth on the cover sheets are calculated based on 54,075,293 shares of Common Stock reported to be outstanding as of August 11, 2011 as set forth in the Issuer’s Form 10-Q as filed with the SEC on August 11, 2011.

CUSIP No.		46118H104

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 583,746 shares held by RV IV, (ii) 1,432,203 shares held by RV KG, (iii) 1,374,283 shares held by RV QP, (iv) 1,271,901 shares held by RV IV Holdings, (v) 2,331,051 shares held by RV III Holdings, (vi) 457,416 shares held by RVPH and (vii) 457,412 shares held by RIPH. RMV is the general partner of RV IV and RV QP and the managing member of RC IV Holdings. RCP GmbH is the general partner of RV KG. RCP is the managing member of RV III Holdings, RVPH and RIPH. As such, RMV, RCP GmbH, and RCP possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. RMV, RCP GmbH, and RCP hold no shares of the Issuer directly. Ruch, Kairouz and Leschly are managing members of RMV and RCP and managing directors of RCP GmbH. As such, Ruch, Kairouz and Leschly possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. Ruch and Leschly hold no shares of the Issuer directly.

(3) This percentage set forth on the cover sheets are calculated based on 54,075,293 shares of Common Stock reported to be outstanding as of August 11, 2011 as set forth in the Issuer’s Form 10-Q as filed with the SEC on August 11, 2011.

CUSIP No.		46118H104

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 583,746 shares held by RV IV, (ii) 1,432,203 shares held by RV KG, (iii) 1,374,283 shares held by RV QP, (iv) 1,271,901 shares held by RV IV Holdings, (v) 2,331,051 shares held by RV III Holdings, (vi) 457,416 shares held by RVPH and (vii) 457,412 shares held by RIPH. RMV is the general partner of RV IV and RV QP and the managing member of RC IV Holdings. RCP GmbH is the general partner of RV KG. RCP is the managing member of RV III Holdings, RVPH and RIPH. As such, RMV, RCP GmbH, and RCP possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. RMV, RCP GmbH, and RCP hold no shares of the Issuer directly. Ruch, Kairouz and Leschly are managing members of RMV and RCP and managing directors of RCP GmbH. As such, Ruch, Kairouz and Leschly possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. Ruch and Leschly hold no shares of the Issuer directly.

(3) This percentage set forth on the cover sheets are calculated based on 54,075,293 shares of Common Stock reported to be outstanding as of August 11, 2011 as set forth in the Issuer’s Form 10-Q as filed with the SEC on August 11, 2011.

CUSIP No.		46118H104

(1) This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 583,746 shares held by RV IV, (ii) 1,432,203 shares held by RV KG, (iii) 1,374,283 shares held by RV QP, (iv) 1,271,901 shares held by RV IV Holdings, (v) 2,331,051 shares held by RV III Holdings, (vi) 457,416 shares held by RVPH and (vii) 457,412 shares held by RIPH. RMV is the general partner of RV IV and RV QP and the managing member of RC IV Holdings. RCP GmbH is the general partner of RV KG. RCP is the managing member of RV III Holdings, RVPH and RIPH. As such, RMV, RCP GmbH, and RCP possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. RMV, RCP GmbH, and RCP hold no shares of the Issuer directly. Ruch, Kairouz and Leschly are managing members of RMV and RCP and managing directors of RCP GmbH. As such, Ruch, Kairouz and Leschly possess power to direct the voting and disposition of the shares owned by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH and may be deemed to have indirect beneficial ownership of the shares held by RV IV, RV KG, RV QP, RV IV Holdings, RV III Holdings, RVPH and RIPH. Ruch and Leschly hold no shares of the Issuer directly.

(3) This percentage set forth on the cover sheets are calculated based on 54,075,293 shares of Common Stock reported to be outstanding as of August 11, 2011 as set forth in the Issuer’s Form 10-Q as filed with the SEC on August 11, 2011.

Item 1(a).		Name of Issuer:

Intralinks Holdings, Inc. (the “Issuer”)

Item 1(b).		Address of Issuer’s Principal Executive Offices:

150 E. 42nd Street, 8th Floor, New York, New York 10017

Item 2(a).		Name of Person Filing:

This statement is filed by:

(i)

Rho Ventures IV QP, L.P. (“RV QP”)

(ii)

Rho Ventures IV, L.P. (“RV IV”)

(iii)

Rho Ventures IV GmbH & Co. Beteiligungs KG (“RV KG”)

(iv)

Rho Ventures IV Holdings, LLC (“RV IV Holdings”)

(v)

Rho Ventures III Holdings, LLC (“RV III Holdings”)

(vi)

Rho Venture Partners Holdings, LLC (“RVPH”)

(vii)

Rho Investment Partners Holdings, LLC (“RIPH”)

(viii)

Rho Management Ventures IV, L.L.C. (“RMV”)

(ix)

Rho Capital Partners Verwaltungs GmbH (“RCP GmbH”)

(x)

Rho Capital Partners, LLC (“RCP”)

(xi)

Joshua Ruch (“Ruch”)

(xii)

Mark Leschly (“Leschly”)

(xiii)

Habib Kairouz (“Kairouz”)

RV QP, RV IV, RV KG, RV IV Holdings, RV III Holdings, RVPH, RIPH, RMV, RCP GmbH, RCP, Ruch, Leschly and Kairouz are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

This Amendment No. 1 (the “Amendment”) is being filed to reflect the internal restructuring of certain of the Reporting Persons that does not change the aggregate beneficial ownership of the shares of common stock (the “Shares”) by entities affiliated with Rho Capital Partners, Inc. This restructuring is expected to become effective within 60 days of October 21, 2011 and will result in Rho Management Trust I’s (“RMT I”) ownership of the Shares being replaced by RV IV Holdings, RV III Holdings, RVPH and RIPH. Accordingly, this Amendment removes RMT I and its investment advisor, Rho Capital Partners, Inc., as Reporting Persons and adds RCP, RV IV Holdings, RV III Holdings, RVPH and RIPH as Reporting Persons.

Item 2(b).		Address of Principal Business Office or, if None, Residence:

Rho Ventures, 152 W 57th Street, 23rd Floor, New York, New York 10019

Item 2(c).		Citizenship:

RV QP		Delaware
RV IV		Delaware
RV KG		Germany
RV IV Holdings		Delaware
RV III Holdings		Delaware
RVPH		Delaware
RIPH		Delaware
RMV		Delaware
RCP GmbH		Germany
RCP		Delaware
Ruch		United States
Leschly		Kingdom of Denmark
Kairouz		United States

Item 2(d).		Title of Class of Securities:

Common Stock, $0.0001 par value per share (the “Common Stock”)

Item 2(e).		CUSIP Number:

46118H104

Item 3.		If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

(a) o

Broker or dealer registered under Section 15 of the Act,

(b) o

Bank as defined in Section 3(a)(6) of the Act,

(c) o

Insurance Company as defined in Section 3(a)(19) of the Act,

(d) o

Investment Company registered under Section 8 of the Investment Company Act of 1940,

(e) o

Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),

(f) o

Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),

(g) o

Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),

(h) o

Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

(i) o

Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

(j) o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.		Ownership

										Shared				Sole				Shared
		Shares Held				Sole Voting				Voting				Dispositive				Dispositive				Beneficial				Percentage of
Reporting Persons		Directly (1)				Power (1)				Power (1)				Power (1)				Power (1)				Ownership (1)				Class (1, 3)
RV QP			1,374,283				0				7,908,012				0				7,908,012				7,908,012				14.6	%
RV IV			583,746				0				7,908,012				0				7,908,012				7,908,012				14.6	%
RV KG			1,432,203				0				7,908,012				0				7,908,012				7,908,012				14.6	%
RV IV Holdings			1,271,901				0				7,908,012				0				7,908,012				7,908,012				14.6	%
RV III Holdings			2,331,051				0				7,908,012				0				7,908,012				7,908,012				14.6	%
RVPH			457,416				0				7,908,012				0				7,908,012				7,908,012				14.6	%
RIPH			457,412				0				7,908,012				0				7,908,012				7,908,012				14.6	%
RMV (2)			0				0				7,908,012				0				7,908,012				7,908,012				14.6	%
RCP GmbH (2)			0				0				7,908,012				0				7,908,012				3,333,323				14.6	%
RCP			0				0				7,908,012				0				7,908,012				7,908,012				14.6	%
Ruch (2)			0				0				7,908,012				0				7,908,012				7,908,012				14.6	%
Leschly (2)			0				0				7,908,012				0				7,908,012				7,908,012				14.6	%
Kairouz (2)			1,517				1,517				7,908,012				1,517				7,908,012				7,909,529				14.6	%

Item 5.		Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.		Identification and Classification of Members of the Group.

See Exhibit 1.

Item 9.		Notice of Dissolution of Group.

Not applicable.

Item 10.		Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of his, her or its knowledge and belief, each of the persons signing below certifies that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

Exhibit 1		Item 8 Information
Exhibit 2		Joint Filing Statement

Exhibit 1

Item 8 Information

1.

Rho Ventures IV QP, L.P.

2.

Rho Ventures IV, L.P.

3.

Rho Ventures IV GmbH & Co. Beteiligungs KG

4.

Rho Ventures IV Holdings, LLC

5.

Rho Ventures III Holdings, LLC

6.

Rho Venture Partners Holdings, LLC

7.

Rho Investment Partners Holdings, LLC

8.

Rho Management Ventures IV, L.L.C.

9.

Rho Capital Partners Verwaltungs GmbH

10.

Rho Capital Partners, LLC

11.

Joshua Ruch

12.

Mark Leschly

13.

Habib Kairouz

Exhibit 2

AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.