0001188112-12-001175.txt : 20120424 0001188112-12-001175.hdr.sgml : 20120424 20120424161117 ACCESSION NUMBER: 0001188112-12-001175 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20120424 DATE AS OF CHANGE: 20120424 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY GROUP I LLC GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IntraLinks Holdings, Inc. CENTRAL INDEX KEY: 0001488075 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 208915510 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85999 FILM NUMBER: 12776149 BUSINESS ADDRESS: STREET 1: C/O INTRALINKS, INC. STREET 2: 150 E. 42ND STREET, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-543-7700 MAIL ADDRESS: STREET 1: C/O INTRALINKS, INC. STREET 2: 150 E. 42ND STREET, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DISCOVERY EQUITY PARTNERS, LP CENTRAL INDEX KEY: 0001258542 IRS NUMBER: 300075082 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O DISCOVERY GROUP I, LLC STREET 2: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-265-9600 MAIL ADDRESS: STREET 1: C/O DISCOVERY GROUP I, LLC STREET 2: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: DISCOVERY EQUITY PARTNERS LP DATE OF NAME CHANGE: 20030806 SC 13D/A 1 t73306_sc13da.htm SCHEDULE 13D AMENDMENT NO 1 t73306_sc13da.htm
  UNITED STATES
  SECURITIES AND EXCHANGE
COMMISSION
  Washington, D.C. 20549
 
  SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
 
IntraLinks Holdings, Inc.
 (Name of Issuer)

Common Stock, $0.001 par value per share
(Title of Class of Securities)

46118H104
(CUSIP Number)

Michael R. Murphy
Discovery Group I, LLC
191 North Wacker Drive
Suite 1685
Chicago, Illinois 60606
Telephone Number: (312) 265-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 20, 2012
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 

CUSIP No.  46118H104
 
 
1.
Names of Reporting Persons.
Discovery Equity Partners, L.P.
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
WC
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
Illinois
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
3,286,692
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
3,286,692
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,286,692
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
6.0%
 
 
14.
Type of Reporting Person (See Instructions)
PN

 
 
 
 
CUSIP No. 46118H104
 
 
1.
Names of Reporting Persons.
Discovery Group I, LLC
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
o
   
(b)
o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
 
 
6.
Citizenship or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
3,724,642
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
3,724,642
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,724,642
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
 
 
13.
Percent of Class Represented by Amount in Row (11)
6.8%
 
 
14.
Type of Reporting Person (See Instructions)
IA
 
 
 
 
 
CUSIP No.  46118H104
 
 
1.
Names of Reporting Persons.
Daniel J. Donoghue
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
3,724,642
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
3,724,642
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,724,642
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
6.8%
 
 
14.
Type of Reporting Person (See Instructions)
IN

 
 
 

CUSIP No.  46118H104
 
 
1.
Names of Reporting Persons.
Michael R. Murphy
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
3,724,642
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
3,724,642
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,724,642
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
6.8%
 
 
14.
Type of Reporting Person (See Instructions)
IN

 
 
 

Item 1.
Security and Issuer
 
 
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the Common Stock, $0.001 par value per share (the “Common Stock”), of IntraLinks Holdings, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 150 East 42nd Street, 8th Floor, New York, New York 10017.  This Amendment No. 1 amends and supplements, as set forth below, the information contained in items 1, 2, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on December 2, 2011 (as so amended, the “Schedule 13D”).  All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D.  Except as amended by this Amendment No. 1, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No.1.
   
Item 2.
Identity and Background
   
 
Item 2 of the Schedule 13D is hereby amended to read in its entirety as follows:
 
This statement is being jointly filed by the following persons (the “Reporting Persons”):
 
Discovery Equity Partners, L.P. (“Discovery Equity Partners”) is an Illinois limited partnership primarily engaged in the business of investing in securities.
 
Discovery Group I, LLC (“Discovery Group”) is a Delaware limited liability company and a registered investment adviser under the Investment Advisers Act of 1940, as amended, that is primarily engaged in the business of investing in securities on behalf of institutional clients.
 
Daniel J. Donoghue is a Managing Member of Discovery Group and of various related entities, which is his principal occupation.
 
Michael R. Murphy is a Managing Member of Discovery Group and of various related entities, which is his principal occupation.
 
Both Mr. Donoghue and Mr. Murphy are United States citizens.
 
The business address of each of the Reporting Persons is 191 North Wacker Drive, Suite 1685, Chicago, Illinois 60606.
   
 
During the past five years, none of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
   
Item 3.
Source and Amount of Funds or Other Consideration
 
 
Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:
 
The total purchase price for the 3,724,642 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of April 20, 2012 was approximately $23,024,853 and the total purchase price for the 3,286,692 shares of Common Stock beneficially owned by Discover Equity Partners was approximately $20,302,417.  The source of such funds was the assets of Discovery Equity Partners and another private investment partnership (collectively, the “Partnerships”) over which Discovery Group exercises discretionary investment management authority, and proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Partnerships with a broker on customary terms and conditions.  The Partnerships are the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.
   
 
 
 
 
 
Item 5.
Interest in Securities of the Issuer
   
 
Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
 
The information concerning percentages of ownership set forth below is based on 54,750,911 shares of Common Stock reported outstanding as of March 19, 2012 in the Company’s most recent Annual Report on Form 10-K, for the year ended December 31, 2011.
 
Discovery Equity Partners beneficially owns 3,286,692 shares of Common Stock as of April 20, 2012, which represents 6.0% of the outstanding Common Stock.
 
Discovery Group beneficially owns 3,724,642 shares of Common Stock as of April 20, 2012, which represents 6.8% of the outstanding Common Stock.
 
Mr. Donoghue beneficially owns 3,724,642 shares of Common Stock as of April 20, 2012, which represents 6.8% of the outstanding Common Stock.
 
Mr. Murphy beneficially owns 3,724,642 shares of Common Stock as of April 20, 2012, which represents 6.8% of the outstanding Common Stock.
 
Discovery Group is the sole general partner of Discovery Equity Partners and has sole discretionary investment authority with respect to the other Partnership’s investment in the Common Stock.  Messrs. Donoghue and Murphy are the sole managing members of Discovery Group.  As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by both of the Partnerships, while Discovery Equity Partners shares beneficial ownership with Discovery Group and Messrs. Donoghue and Murphy of only the shares of Common Stock owned by it.
 
The transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.
 
No person other than the Partnerships is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.
   
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
   
 
Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:
 
There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and the Partnerships, the margin loan facilities referred to under Item 3 of the Schedule 13D, the Joint Filing Agreements of the Reporting Persons with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 1 included as Exhibit 2 to this Amendment No. 1, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 1.
 
 
 
 
 
Item 7.
Material to Be Filed as Exhibits
 
 
Exhibit 1:    List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
 
 
Exhibit 2:    Joint Filing Agreement dated as of April 24, 2012, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
 
 
Exhibit 3:    Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
 
 
Exhibit 4:    Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

 
 
 
 
Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
April 24, 2012
 
Date
 
 
DISCOVERY GROUP I, LLC,
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.
 
 
 
By:  Michael R. Murphy*
 
Signature
 
 
Michael R. Murphy, Managing Member
 
Name/Title
   
 
 
Daniel J. Donoghue*
 
Signature
 
 
Daniel J. Donoghue
 
Name/Title
   
 
 
Michael R. Murphy*
 
Signature
 
 
Michael R. Murphy
 
Name/Title
   
   
 
     *By: /s/ Mark Buckley
 
Mark Buckley
Attorney-in-Fact for Daniel J. Donoghue
Attorney-in-Fact for Michael R. Murphy
   
 
 
 
 
 
Exhibit Index

Exhibit 1
  
List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
     
Exhibit 2
  
Joint Filing Agreement dated as of April 24, 2012, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
     
Exhibit 3
  
Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
     
Exhibit 4
  
Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.
EX-1 2 ex1.htm EXHIBIT 1 ex1.htm
EXHIBIT 1
 
TRANSACTIONS DURING THE PAST 60 DAYS
 
The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days.  Such transactions involved the purchase of shares on the New York Stock Exchange.  The prices reported below reflect the weighted average purchase price of the shares of Common Stock purchased on the relevant date.  The Reporting Persons hereby undertake to provide upon request to the SEC staff full information regarding the number of shares and prices at which each transaction was effected.

Date
  
Type
  
Price
  
Quantity
2/29/2012
  
Purchase
  
 $    5.9583
1
  
86900
3/12/2012
  
Purchase
  
 $    5.2298
2
  
6400
3/13/2012
  
Purchase
  
 $    5.2189
3
  
10603
3/14/2012
  
Purchase
  
 $    5.2332
4
  
17387
3/15/2012
  
Purchase
  
 $    5.2441
5
  
16902
3/29/2012
  
Purchase
  
 $    5.2500
    
5100
4/2/2012
  
Purchase
  
 $    5.2500
    
100
4/3/2012
  
Purchase
  
 $    5.2314
6
  
26185
4/4/2012
  
Purchase
  
 $    5.1955
7
  
32577
4/5/2012
  
Purchase
  
 $    5.1515
8
  
48769
4/9/2012
  
Purchase
  
 $    5.0349
9
  
19624
4/10/2012
  
Purchase
  
 $    4.9803
10
  
45313
4/11/2012
  
Purchase
  
 $    5.0019
11
  
26323
4/12/2012
  
Purchase
  
 $    5.0290
12
  
31000
4/13/2012
  
Purchase
  
 $    4.9524
13
  
11800
4/16/2012
  
Purchase
  
 $    4.9503
14
  
30800
4/17/2012
  
Purchase
  
 $    5.0336
15
  
49000
4/18/2012
  
Purchase
  
 $    4.8503
16
  
52948
4/19/2012
  
Purchase
  
 $    4.7898
17
  
60515
4/20/2012
  
Purchase
  
 $    4.7995
18
  
29532
               
 
         
1
Executed at prices ranging from 5.90 - 6.00
  
2
Executed at prices ranging from 5.20 - 5.25
  
3
Executed at prices ranging from 5.19 - 5.25
  
4
Executed at prices ranging from 5.22 - 5.25
  
5
Executed at prices ranging from 5.21 - 5.25
  
6
Executed at prices ranging from 5.21 - 5.25
  
7
Executed at prices ranging from 5.18 - 5.22
  
8
Executed at prices ranging from 5.08 - 5.22
  
 
 
 
 
 
9
Executed at prices ranging from 5.01 - 5.05
  
10
Executed at prices ranging from 4.93 - 5.02
  
11
Executed at prices ranging from 4.93 - 5.02
  
12
Executed at prices ranging from 4.99 - 5.03
  
13
Executed at prices ranging from 4.92 - 4.98
  
14
Executed at prices ranging from 4.93 - 4.96
  
15
Executed at prices ranging from 4.99 - 5.13
  
16
Executed at prices ranging from 4.78 - 4.95
  
17
Executed at prices ranging from 4.70 - 4.86
  
18
Executed at prices ranging from 4.78 - 4.86
  


EX-2 3 ex2.htm EXHIBIT 2 ex2.htm
EXHIBIT 2
 
JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Schedule 13D to which this Agreement is attached.
 
Dated:  April 24, 2012
 
 
 
DISCOVERY GROUP I, LLC,
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.
 
 
By:
Michael R. Murphy*
   
Michael R. Murphy
Managing Member
   
 
     
  Daniel J. Donoghue*
  Daniel J. Donoghue
   
 
     
  Michael R. Murphy*
  Michael R. Murphy
   
 
     
  *By:
/s/ Mark Buckley
   
Mark Buckley
Attorney-in-Fact for Daniel J. Donoghue
Attorney-in-Fact for Michael R. Murphy
EX-3 4 ex3.htm EXHIBIT 3 ex3.htm
EXHIBIT 3
 
POWER OF ATTORNEY
 
    The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.
 
    This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.
 
    IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.
 
 
 
 
 
 /s/ Daniel J. Donoghue  
    Daniel J. Donoghue  
 

 
STATE OF ILLINOIS )    
  ) SS.    
COUNTY OF COOK )    
 
  
    I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Daniel J. Donoghue, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.
 
    Given under my hand and notarial seal, this 28th day of April, 2008.
 
 
 
 
/s/ Kareema M. Cruz  
   
Notary Public
  
 
 EX-4 5 ex4.htm EXHIBIT 4 ex4.htm
EXHIBIT 4
 
POWER OF ATTORNEY
 
    The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.
 
    This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.
 
    IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.
 

 
 
 
/s/ Michael R. Murphy  
    Michael R. Murphy  

STATE OF ILLINOIS )    
  ) SS.    
COUNTY OF COOK )    
 
 
    I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Michael R. Murphy, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.
 
 
    Given under my hand and notarial seal, this 28th day of April, 2008.
 
 
 
/s/ Kareema M. Cruz  
   
Notary Public