SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Blue Eagle Holdings, L.P. (Last) (First) (Middle) 401 N. MICHIGAN AVE. SUITE #3300 (Street) CHICAGO IL 60611 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol INNOTRAC CORP [ INOC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/06/2014
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/06/2014		P(1)		6,172,823	A	$8.2	6,172,823	D(2)(3)
Common Stock	01/06/2014		P(4)		5,839,462	A	$8.2(4)	12,012,285	D(2)(3)
Common Stock	01/06/2014		P(5)		1,233,155	A	$8.2	13,245,440	D(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Blue Eagle Holdings, L.P. (Last) (First) (Middle) 401 N. MICHIGAN AVE. SUITE #3300 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Blue Eagle GP, LLC (Last) (First) (Middle) 401 N. MICHIGAN AVE. SUITE #3300 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sterling Capital Partners IV, L.P. (Last) (First) (Middle) 650 S. EXETER STREET SUITE 1000 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SC Partners IV, L.P. (Last) (First) (Middle) 401 N. MICHIGAN AVE. SUITE #3300 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sterling Capital Partners IV, LLC (Last) (First) (Middle) 401 N. MICHIGAN AVE. SUITE #3300 (Street) CHICAGO IL 60611 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BECKER DOUGLAS L (Last) (First) (Middle) C/O 650 DUNDEE ROAD SUITE 370 (Street) NORTHBROOK IL 60062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BECKER ERIC D (Last) (First) (Middle) C/O 650 DUNDEE ROAD SUITE 370 (Street) NORTHBROOK IL 60062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ELFMAN MERRICK (Last) (First) (Middle) C/O 650 DUNDEE ROAD SUITE 370 (Street) NORTHBROOK IL 60062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HOEHN SARIC RULDOLF CHRISTOPHER (Last) (First) (Middle) C/O 650 DUNDEE ROAD SUITE 370 (Street) NORTHBROOK IL 60062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Taslitz Steven (Last) (First) (Middle) C/O 650 DUNDEE ROAD SUITE 370 (Street) NORTHBROOK IL 60062 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On January 3, 2014, the tender offer by Blue Eagle Holdings, L.P. ("Parent") and Blue Eagle Acquisition Sub, Inc. ("Acquisition Sub") to purchase all of the issued and outstanding shares of common stock of Innotrac Corporation ("Issuer"), at an offer price of $8.20 per share, expired. On January 6, 2013, Acquisition Sub accepted for purchase a total of 6,172,823 shares of Issuer's common stock (which included 22,900 shares of Issuer's common stock tendered by notices of guaranteed delivery).

2. This Form 4 is filed on behalf of Parent, Acquisition Sub, Blue Eagle GP, LLC, Sterling Capital Partners IV, L.P., SC Partners IV, L.P., Sterling Partners IV, LLC, Douglas L. Becker, Eric D. Becker, Merrick Elfman, R. Christopher Hoehn-Saric and Steven M. Taslitz (such individuals and entities, collectively, the "Reporting Persons"). Following the completion of the tender offer described in Footnote 1 above, the contribution by Mr. Dorfman and related shareholders described in Footnote 4 below and the merger of Acquisition Sub with and into Issuer described in Footnote 5 below, Parent directly owns 100% of the issued and outstanding shares of common stock of Issuer, the surviving corporation in the merger, (continued in footnote 3)

3. and such shares may be deemed to be beneficially owned by the other Reporting Persons (other than Acquisition Sub) as a result of the relationships between the Reporting Persons set forth in Item 2 of the Schedule 13D filed by the Reporting Persons concurrently herewith. Each of the Reporting Persons (other than Parent) disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or individual, as applicable, is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. On January 6, 2014, Scott D. Dorfman, the Chairman, President and Chief Executive Officer of Issuer, and certain related shareholders contributed 5,839,462 shares of Issuer's common stock to Parent in exchange for 47,883.59 preferred limited partnership units of Parent at a price of $1,000 per preferred unit in Parent (equating to $8.20 per share of common stock of Issuer). Immediately following this contribution, Parent contributed such shares to Acquisition Sub as a contribution to the capital of Acquisition Sub.

5. On January 6, 2014, Acquisition Sub merged with and into Issuer through a "short-form" merger, without a vote of Issuer's shareholders, pursuant to Section 14-2-1104(a) of the Georgia Business Corporation Code (the "GBCC"), and all remaining publicly held shares (other than shares held in the treasury of Issuer or owned by Parent or Acquisition Sub or held by shareholders who properly demand and perfect dissenters' rights under the GBCC) converted into the right to receive the same $8.20 price per share in cash, without interest and less any applicable withholding tax, that was paid to shareholders who tendered their shares in the tender offer.

	/s/ Merrick Elfman, President of Blue Eagle Holdings, L.P. (successor-in-interest to Blue Eagle Acquisition Sub, Inc.)	01/07/2014
	/s/ Merrick Elfman, President of Blue Eagle GP, LLC	01/07/2014
	STERLING CAPITAL PARTNERS IV, L.P. by /s/ Merrick Elfman	01/07/2014
	SC PARTNERS IV, L.P by /s/ Merrick Elfman	01/07/2014
	/s/ Merrick Elfman, Managing Director of Sterling Capital Partners IV, LLC	01/07/2014
	/s/ M. Avi Epstein, attorney-in-fact for Douglas L. Becker	01/07/2014
	/s/ M. Avi Epstein, attorney-in-fact for Eric D. Becker	01/07/2014
	/s/ Merrick Elfman	01/07/2014
	/s/ M. Avi Epstein, attorney-in-fact for R. Christopher Hoehn-Saric	01/07/2014
	/s/ M. Avi Epstein, attorney-in-fact for Steven M. Taslitz	01/07/2014
	** Signature of Reporting Person	Date
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