UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1)

or 13(e)(1) of the Securities Exchange Act of 1934

(Amendment No. 4)

INTRALINKS HOLDINGS, INC.

(Name of Subject Company (Issuer))

GL MERGER SUB, INC.

a wholly owned direct subsidiary of

SYNCHRONOSS TECHNOLOGIES, INC.

(Names of Filing Persons (Offerors))

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

46118H104

(CUSIP Number of Class of Securities)

Ronald J. Prague

Executive Vice President, General Counsel and Corporate Secretary

Synchronoss Technologies, Inc.

200 Crossing Boulevard, 8th Floor

Bridgewater, New Jersey 08807

Telephone: (866) 620-3940

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Marc F. Dupré
Andrew Y. Luh
Nevin B. Fox

Keith J. Scherer

Albert W. Vanderlaan
Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
One Marina Park Drive, Suite 900
Boston, MA 02210
(617) 648-9100

CALCULATION OF FILING FEE

*                  Estimated solely for purposes of calculating the filing fee. This calculation is based on the offer to purchase up to 68,087,857 shares of common stock, par value $0.001 per share, of Intralinks Holdings, Inc. (“Intralinks”), at a purchase price of $13.00 per share, net to the seller in cash, without interest thereon and subject to any required withholding taxes. Such shares consist of: (i) 57,944,564 shares of common stock of Intralinks issued and outstanding; (ii) 6,477,504 shares of common stock of Intralinks potentially issuable upon exercise of outstanding exercisable in-the-money stock options; (iii) 2,398,735 shares of common stock of Intralinks issuable upon the settlement of outstanding restricted stock units; (iv) 1,229,384 shares of common stock of Intralinks issuable upon the settlement of outstanding performance stock units; and (v) 37,670 shares of common stock of Intralinks estimated to be subject to outstanding purchase rights under Intralinks’ employee stock purchase plan. The foregoing figures have been provided by the issuer to the offeror and are as of December 12, 2016, the most recent practicable date.

**            The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2017, issued August 31, 2016, by multiplying the Transaction Valuation by 0.0001159.

x           Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

o             Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x    third-party tender offer subject to Rule 14d-1.

o    issuer tender offer subject to Rule 13e-4.

o    going-private transaction subject to Rule 13e-3.

o    amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. x

This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by GL Merger Sub, Inc., a Delaware corporation (“Purchaser”), a wholly owned subsidiary of Synchronoss Technologies, Inc., a Delaware corporation (“Synchronoss”), with the Securities and Exchange Commission on December 19, 2016 (together with any amendments and supplements thereto, the “Schedule TO”).  The Schedule TO relates to the offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value, $0.001 per share (the “Shares”), of Intralinks Holdings, Inc., a Delaware corporation (“Intralinks”), at a purchase price of $13.00 per Share net to the seller in cash, without interest and subject to any required withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase dated December 19, 2016 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”

All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Amendment.

Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.

Item 11. Additional Information

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

“The Offer expired at one minute after 11:59 p.m., Eastern Time, on Wednesday, January 18, 2017. The Depositary for the Offer has advised Synchronoss and the Purchaser that, as of the expiration of the Offer, a total of 45,632,659 Shares had been validly tendered into and not withdrawn pursuant to the Offer, representing approximately 78.7% of the 58,016,472 outstanding Shares as of the expiration of the Offer. Additionally, the Depositary has advised Synchronoss and the Purchaser that an additional 1,821,243 Shares had been tendered by notice of guaranteed delivery, representing approximately 3.1% of the 58,016,472 outstanding Shares as of the expiration of the Offer. The Purchaser has accepted for payment all Shares validly tendered pursuant to the Offer and not properly withdrawn. The number of Shares (excluding Shares delivered pursuant to notices of guaranteed delivery) tendered satisfied the Minimum Tender Condition (as defined in the Offer to Purchase). As the Minimum Tender Condition and each of the other conditions of the Offer has been satisfied (or waived), Purchaser has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.

Following the purchase of Shares in the Offer, the Purchaser has sufficient voting power to approve the Merger without the affirmative vote of the stockholders of Intralinks in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”). Accordingly, and subject to the satisfaction of the remaining conditions in the Merger Agreement, the Purchaser and Synchronoss intend to consummate a merger in which the Purchaser will merge with and into Intralinks (the “Merger”), with Intralinks surviving the Merger and continuing as a wholly owned subsidiary of Synchronoss, as promptly as practicable in accordance with the terms of

2

the Merger Agreement and without a vote by the stockholders of Intralinks to adopt the Merger Agreement or consummate the Merger in accordance with Section 251(h) of the DGCL. No other action by the stockholders of Intralinks will be required pursuant to Delaware law or otherwise. As a result of the Merger, each Share issued and outstanding immediately prior to the Effective Time, other than (i) Shares held by Intralinks as treasury stock, which will be cancelled and cease to exist and (ii) Shares owned by stockholders of Intralinks who perfect their appraisal rights under Section 262 of the DGCL, will be converted into the right to receive an amount of cash equal to the Offer Price, without interest, and less any required tax withholding. All Shares that are converted into the right to receive the Offer Price will be canceled and cease to exist. Promptly following consummation of the Merger, Synchronoss intends to cause all Shares to be delisted from the NYSE and deregistered under the Exchange Act.

On January 19, 2017, Synchronoss issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. The full text of the press release is attached as Exhibit (a)(5)(O) to the Schedule TO and is incorporated herein by reference.”

Item 12.           Exhibits. 

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

 (a)(5)(O)            Press Release issued by Synchronoss Technologies, Inc. on January 19, 2017.

3

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: January 19, 2017

4

EXHIBIT INDEX

5

*   Previously filed.

6

Exhibit (a)(5)(O)

Synchronoss Successfully Completes Tender Offer to Acquire Intralinks Holdings, Inc.

Press Release:

BRIDGEWATER, NJ and NEW YORK, NY — January 19, 2017 - Synchronoss Technologies, Inc. (NASDAQ: SNCR) today announced that it has successfully completed its tender offer to acquire all outstanding shares of Intralinks Holdings, Inc. (NYSE: IL) at a price of $13.00 per share in cash, without interest and subject to any required withholding taxes.

Intralinks has been used by more than three million professionals at 99% of Fortune 1000 companies, who have depended on the company’s experience in enabling high-stakes transactions and business collaborations around the globe. To date, $31.3 trillion worth of financial transactions have been executed on Intralinks’ secure, cloud-based platform, making Intralinks the preferred provider of enterprise collaborative technology.

In connection with the acquisition, Synchronoss is paying $13.00 per Intralinks share in cash. Synchronoss has completed the tender offer for all outstanding shares of Intralinks by accepting for payment all such shares validly tendered and not properly withdrawn as of the expiration time of the tender offer (including shares delivered pursuant to notices of guaranteed delivery), which represented approximately 81.8% of Intralinks’ outstanding shares. Subsequently, a wholly owned subsidiary of Synchronoss is expected to merge with and into Intralinks, resulting in Intralinks becoming a wholly owned subsidiary of Synchronoss. All remaining shares of Intralinks not purchased by Synchronoss in the tender offer (other than shares held by Intralinks as treasury stock and shares subject to properly exercised appraisal rights claims) will be converted into the right to receive the aforementioned cash payment upon consummation of the merger, which is expected to occur promptly today.  A notice of delisting with respect to shares of Intralinks is expected to be filed promptly by the New York Stock Exchange.

About Synchronoss Technologies, Inc.

Synchronoss Technologies, Inc. (NASDAQ: SNCR) is the leading innovator of cloud solutions and secure enterprise productivity software for companies across the globe.  The company’s proven, scalable and patented technology solutions allow customers to connect and synchronize connected devices and services that empower enterprises and consumers to live in a connected world. For more information visit us at: www.synchronoss.com.

Forward-looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements regarding acquisition synergies and benefits to Synchronoss, the expected consummation of the merger, the expected delisting of Intralinks shares from the New York Stock Exchange and the other risk factors set forth from time to time in Synchronoss’ most recent Annual Report on Form 10-K, Synchronoss’ most recent Quarterly Report on Form 10-Q and Synchronoss’ other filings with the SEC, copies of which are available free of charge at the SEC’s website at www.sec.gov or upon request from Synchronoss’ investor relations department. All forward-looking statements herein reflect Synchronoss’ opinions only as of the date of this release, and Synchronoss undertakes no obligation, and expressly disclaim any obligation, to update forward-looking statements herein in light of new information or future events.

Synchronoss and the Synchronoss logo are trademarks of Synchronoss Technologies, Inc. All other trademarks are property of their respective owners.

Source: Synchronoss Technologies, Inc.

Contact: Synchronoss Technologies, Inc.

Investor and Media:

Daniel Ives, +1 908-524-1047