UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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InnerWorkings, Inc.
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(Name of
Issuer)
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Common Stock, $0.0001 par value
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(Title of Class of
Securities)
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45773Y105
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(CUSIP
Number)
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December 31, 2010
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(Date
of Event Which Requires Filing of this
Statement)
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o
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Rule
13d-1(b)
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o
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Rule
13d-1(c)
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x
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Rule
13d-1(d)
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CUSIP
No.
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1.
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Names
of Reporting Persons
Eric
P. Lefkofsky
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole
Voting Power
43,912
(1)
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6.
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Shared
Voting Power
3,473,734
(2)
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7.
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Sole
Dispositive Power
43,912
(1)
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8.
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Shared
Dispositive Power
3,473,734
(2)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,517,646
(1)(2)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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11.
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Percent
of Class Represented by Amount in Row (9)
7.7%
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12.
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Type
of Reporting Person (See Instructions)
IN
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Item
1.
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(a)
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Name
of Issuer
InnerWorkings,
Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices
600
West Chicago Avenue, Suite 850
Chicago,
IL 60654
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Item
2.
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(a)
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Name
of Person Filing
Eric
P. Lefkofsky
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(b)
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Address
of Principal Business Office or, if none, Residence
c/o
InnerWorkings, Inc.
600
West Chicago Avenue, Suite 850
Chicago,
IL 60654
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(c)
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Citizenship
United
States
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(d)
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Title
of Class of Securities
Common
Stock, par value $0.0001 per share
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(e)
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CUSIP
Number
45773Y105
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
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(a)
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o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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o
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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o
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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o
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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o
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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o
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership
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Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item
1.
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(a)
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Amount
beneficially owned:
3,517,646
(1)(2)
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(b)
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Percent
of class:
7.7%
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote
43,912
(1)
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(ii)
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Shared
power to vote or to direct the vote
3,473,734
(2)
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(iii)
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Sole
power to dispose or to direct the disposition of
43,912
(1)
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(iv)
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Shared
power to dispose or to direct the disposition of
3,473,734
(2)
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(1) Includes
26,131 shares of restricted common stock and vested options to purchase
17,781 shares of common stock held by Eric
P. Lefkofsky.
(2) Includes
3,473,734 shares held by Orange Media, LLC, the sole member of which is
Elizabeth Kramer Lefkofsky, the wife of Mr. Lefkofsky.
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Item
5.
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Ownership
of Five Percent or Less of a Class
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If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the
following o.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person
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Not
applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control
Person
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the Group
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group
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Not
applicable.
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Item
10.
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Certification
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February
14, 2011
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Date
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/s/
Eric P. Lefkofsky
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Signature
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Eric
P. Lefkofsky
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Name/Title
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ATTENTION
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001).
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