Introduction
This Amendment No. 5 to Schedule 13D (this “Statement”) relates to the beneficial ownership of Common Stock, $0.0001 par value per share (the “Shares”) of Innerworkings, Inc., a Delaware corporation (the “Issuer”). This Statement is being filed on behalf of the Reporting Persons and amends and supplements the Schedule 13D filed by the Reporting Persons dated August 8, 2011, as heretofore amended. Unless otherwise defined, all capitalized terms used herein shall have the respective meanings given such terms in the initial Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented with the addition of the following:
The 32,000 additional Shares (in addition to the 7,420,125 Shares reflected in the initial Schedule 13D and Amendment Nos. 1 – 4 thereto) reported herein as being currently beneficially owned were acquired via open market purchases.
The aggregate purchase price for the additional Shares reported herein as beneficially owned by the Reporting Persons is $215,685.40. All Shares held by Sagard were acquired with Sagard’s working capital.
Item 4. Purpose of Transaction.
Item 4 is hereby supplemented with the addition of the following:
On April 18, 2014, the Issuer entered into a letter agreement with Sagard and Dan Friedberg, a representative of Sagard (and the President of the GP), in connection with the decision by the Board of Directors of the Issuer (the “Board”) to nominate Mr. Friedberg to the Board.
Effective April 21, 2014, Mr. Friedberg was appointed to the Board.
Item 5. Interest in Securities of the Issuer.
Items 5(a)-(c) are hereby amended and restated in their entirety as follows:
(a) The Shares reported herein are held directly by Sagard. As of April 22, 2014, each Reporting Person beneficially owned 7,452,125 Shares, which represented 14.2% of the outstanding Shares, based upon 52,312,577 Shares outstanding as of April 18, 2014, as reported by the Issuer to the Reporting Persons.
In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”) this filing reflects the securities beneficially owned by PCC and certain of its subsidiaries, including Sagard. The filing does not reflect securities beneficially owned, if any, by any subsidiaries of PCC whose ownership of securities is disaggregated from that of PCC in accordance with the Release.
The beneficial ownership reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of April 22, 2014.
| (b) | Sole power to vote or direct the vote: 0 |
Shared power to vote or direct the vote: 7,452,125
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 7,452,125
The power to vote or to direct the vote or to dispose or direct the disposition of the Shares reported herein is shared among the Reporting Persons.
| (c) | The following transactions have been effected by Sagard over the last 60 days: |
None.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is hereby supplemented by the addition of the following:
On April 18, 2014, the Issuer entered into a letter agreement (the “Letter Agreement”) with Sagard and Dan Friedberg, a representative of Sagard (and the President of the GP), in connection with the decision by the Board to nominate Mr. Friedberg to the Board.
Effective April 21, 2014, Mr. Friedberg was appointed to the Board.
In connection with its entry into the Letter Agreement, the Issuer entered into (i) a standard confidentiality agreement with Sagard, pursuant to which Sagard has agreed to keep confidential certain information of the Issuer and (ii) a standard indemnification agreement with Mr. Friedberg, pursuant to which the Issuer has agreed to indemnify Mr. Friedberg under certain circumstances in connection with his service on the Board.
Item 7. Material to Be Filed as Exhibits.
Exhibits A - C are hereby amended and restated in their entirety, as attached hereto.
| Exhibit A | Persons Who may be Deemed to Control the Reporting Persons |
| Exhibit B | Executive Officers and Directors of Sagard Capital Partners GP, Inc. and Sagard Capital Partners Management Corp. |
| Exhibit C | Executive Officers and Directors of Power Corporation of Canada and the Trustees of the Trust |
Item 7 is hereby supplemented with the addition of the following:
| Exhibit D | Letter Agreement, dated April 18, 2014, between Innerworkings, Inc., Dan Friedberg and Sagard Capital Partners, L.P. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by the Issuer on April 22, 2014) |
