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*
TA ASSOCIATES INC

(Last) (First) (Middle)
JOHN HANCOCK TOWER
200 CLARENDON ST, 56TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/02/2010
3. Issuer Name and Ticker or Trading Symbol
IntraLinks Holdings, Inc. [ IL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
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-2 Preferred Stock (1) (1) Common Stock 15,535,076 (1) I See Footnote 2(2)
Series A-2 Preferred Stock (1) (1) Common Stock 3,550,874 (1) I See Footnote 3(3)
Series A-2 Preferred Stock (1) (1) Common Stock 386,379 (1) I See Footnote 4(4)
Series A-2 Preferred Stock (1) (1) Common Stock 13,315 (1) I See Footnote 5(5)
Series A-2 Preferred Stock (1) (1) Common Stock 310,702 (1) I See Footnote 6(6)
1. Name and Address of Reporting Person*
TA ASSOCIATES INC

(Last) (First) (Middle)
JOHN HANCOCK TOWER
200 CLARENDON ST, 56TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks
1. Name and Address of Reporting Person*
TA X, L.P.

(Last) (First) (Middle)
200 CLARENDON STREET
56TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks
1. Name and Address of Reporting Person*
TA Associates X L.P.

(Last) (First) (Middle)
200 CLARENDON STREET
56TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks
1. Name and Address of Reporting Person*
TA Atlantic & Pacific V L P

(Last) (First) (Middle)
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks
1. Name and Address of Reporting Person*
TA Associates AP V L.P.

(Last) (First) (Middle)
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks
1. Name and Address of Reporting Person*
TA Strategic Partners Fund II, L.P.

(Last) (First) (Middle)
200 CLARENDON STREET
56TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks
1. Name and Address of Reporting Person*
TA Strategic Partners Fund II-A L.P.

(Last) (First) (Middle)
200 CLARENDON STREET
56TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks
1. Name and Address of Reporting Person*
TA Associates SPF II L.P.

(Last) (First) (Middle)
200 CLARENDON STREET
56TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks
1. Name and Address of Reporting Person*
TA Investors II L.P.

(Last) (First) (Middle)
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks
Explanation of Responses:
1. The Series A-2 Preferred Stock is convertible at any time, at the holder's election, on a 1-for-0.9629557 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-0.9629557 basis upon the closing of the Issuer's initial public offering, subject to certain conditions.
2. These securities are owned solely by TA X L.P. TA Associates, Inc. is the General Partner of TA Associates X L.P., which is the General Partner of TA X L.P. Each of TA Associates, Inc. and TA Associates X L.P. may be deemed to have a beneficial interest in shares held by TA X L.P. and each disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.
3. These securities are owned solely by TA Atlantic and Pacific V L.P. TA Associates, Inc. is the General Partner of TA Associates AP V L.P., which is the General Partner of TA Atlantic and Pacific V L.P. Each of TA Associates, Inc. and TA Associates AP V L.P. may be deemed to have a beneficial interest in shares held by TA Atlantic and Pacific V L.P. and each disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.
4. These securities are owned solely by TA Strategic Partners Fund II L.P. TA Associates, Inc. is the General Partner of TA Associates SPF II L.P., which is the General Partner of TA Strategic Partners Fund II L.P. Each of TA Associates, Inc. and TA Associates SPF II L.P. may be deemed to have a beneficial interest in shares held by TA Strategic Partners Fund II L.P. and each disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.
5. These securities are owned solely by TA Strategic Partners Fund II-A L.P. TA Associates, Inc. is the General Partner of TA Associates SPF II L.P., which is the General Partner of TA Strategic Partners Fund II-A L.P. Each of TA Associates, Inc. and TA Associates SPF II L.P. may be deemed to have a beneficial interest in shares held by TA Strategic Partners Fund II-A L.P. and each disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.
6. These securities are owned solely by TA Investors II L.P. TA Associates, Inc. is the General Partner of TA Investors II L.P. TA Associates, Inc. may be deemed to have a beneficial interest in shares held by TA Investors II L.P. and disclaims beneficial ownership of such shares.
Remarks:
The Reporting Persons are members of a 13(d) group and have two representatives on the Issuer's board of directors. Brian J. Conway and Harry D. Taylor currently serve as the Reporting Persons' representatives on the board of directors and, as such, the Reporting Persons are deemed directors of the Issuer. Due to the limit of joint filers that can be included on one form, TA Associates, Inc., TA X L.P., TA Associates X L.P., TA Atlantic and Pacific V L.P., TA Associates AP V L.P., TA Strategic Partners Fund II L.P., TA Strategic Partners Fund II A L.P., TA Associates SPF II L.P., TA Subordinated Debt Fund II L.P., TA Associates SDF II L.P., and TA Investors II L.P. have filed two separate forms simultaneously, which relate to the same securities of the Issuer held by such Reporting Persons.
TA Associates, Inc., By Thomas P. Alber, Chief Financial Officer 08/02/2010
TA X L.P., By TA Associates X L.P., Its General Partner, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer 08/02/2010
TA Associates X L.P., By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer 08/02/2010
TA Atlantic and Pacific V L.P., By TA Associates AP V L.P., Its General Partner, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer 08/02/2010
TA Associates AP V L.P., By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer 08/02/2010
TA Strategic Partners Fund II L.P., By TA Associates SPF II L.P., Its General Partner, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer 08/02/2010
TA Strategic Partners Fund II A L.P., By TA Associates SPF II L.P., Its General Partner, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer 08/02/2010
TA Associates SPF II L.P., By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer 08/02/2010
TA Investors II L.P., By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer 08/02/2010
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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