0000895345-13-000279.txt : 20131113 0000895345-13-000279.hdr.sgml : 20131113 20131112175115 ACCESSION NUMBER: 0000895345-13-000279 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131113 DATE AS OF CHANGE: 20131112 GROUP MEMBERS: SAGARD CAPITAL PARTNERS GP INC. GROUP MEMBERS: SAGARD CAPITAL PARTNERS MANAGEMENT CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INNERWORKINGS INC CENTRAL INDEX KEY: 0001350381 STANDARD INDUSTRIAL CLASSIFICATION: SERVICE INDUSTRIES FOR THE PRINTING TRADE [2790] IRS NUMBER: 205997364 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82244 FILM NUMBER: 131211664 BUSINESS ADDRESS: STREET 1: 600 WEST CHICAGO STREET 2: SUITE 750 CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: 312-642-3700 MAIL ADDRESS: STREET 1: 600 WEST CHICAGO STREET 2: SUITE 750 CITY: CHICAGO STATE: IL ZIP: 60610 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sagard Capital Partners, L.P. CENTRAL INDEX KEY: 0001423385 IRS NUMBER: 203332164 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 325 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203 629-6700 MAIL ADDRESS: STREET 1: 325 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 jf13da3-innerwork_sagard.htm jf13da3-innerwork_sagard.htm
 
 
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 
Innerworkings, Inc.
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title Class of Securities)
 
45773Y105
(CUSIP Number)
 
Dan Friedberg
Sagard Capital Partners, L.P.
325 Greenwich Avenue
Greenwich, CT 06830
203 629-6700
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
November 8, 2013
(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [   ].
 
NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
     
CUSIP No. 45773Y105
 
Page 1 of 3 Pages
     
1
NAME OF REPORTING PERSON
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 20-3332164
 
Sagard Capital Partners, L.P
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) o
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
7
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
 
6,813,325
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
 
        0
PERSON
WITH
10
SHARED DISPOSITIVE POWER
       
        6,813,325
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,813,325
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.3%
14
TYPE OF REPORTING PERSON
 
PN

 
 
 
     
CUSIP No. 45773Y105
 
Page 2 of 3 Pages
     
1
NAME OF REPORTING PERSON
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 20-3331555
 
Sagard Capital Partners GP, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) o
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
7
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
 
6,813,325
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
 
        0
PERSON
WITH
10
SHARED DISPOSITIVE POWER
 
       6,813,325
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,813,325
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.3%
14
TYPE OF REPORTING PERSON
 
CO

 
 
 
     
CUSIP No. 45773Y105
 
Page 3 of 3 Pages
     
1
NAME OF REPORTING PERSON
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 20-2402055
 
Sagard Capital Partners Management Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) o
 
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
7
SOLE VOTING POWER
 
0
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
 
6,813,325
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
 
        0
PERSON
WITH
10
SHARED DISPOSITIVE POWER
 
        6,813,325
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,813,325
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.3%
14
TYPE OF REPORTING PERSON
 
CO

 
 
 
 
Introduction
 
This Amendment No. 3 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 3,229,600 additional Shares (in addition to the 3,583,725 Shares reflected in the initial Schedule 13D and Amendment Nos. 1 and 2 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 $18,592,271.88.  All Shares held by Sagard were acquired with Sagard’s working capital.
 
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 November 12, 2013, each Reporting Person beneficially owned 6,813,325 Shares, which represented 13.3% of the outstanding Shares, based upon 51,266,400 Shares outstanding on November 5, 2013, as reflected in the Issuer’s Form 10-Q filed on November 12, 2013.
 
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 November 12, 2013.
 
(b)
Sole power to vote or direct the vote:  0
 
Shared power to vote or direct the vote:  6,813,325
 
Sole power to dispose or to direct the disposition:  0
 
Shared power to dispose or direct the disposition:  6,813,325
 
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:
 
Purchases
 
Trade Date Price Quantity  
11/8/2013
$ 5.6513
2,572,600
  
11/8/2013
$ 5.6450
23,200
  
11/8/2013
$ 5.6960
125,000
  
11/11/2013
$ 5.9057
93,500
  
11/12/2013
$ 6.0535
315,300
  
11/12/2013
$ 6.0450
100,000
  
 
Item 7.                 Material to Be Filed as Exhibits.
 
Exhibit C is hereby amended and restated in its entirety, as attached hereto.
 
Exhibit C
Executive Officers and Directors of Power Corporation of Canada and the Trustees of the Trust
  
 
 
 
 
SIGNATURE
 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: November 12, 2013
 
 
SAGARD CAPITAL PARTNERS, L.P.
 
By:Sagard Capital Partners GP, Inc., its general partner
  
       
       
 
By:
/s/ Dan Friedberg  
    Name:  Dan Friedberg   
    Title:  President   
       
 
 
 
SAGARD CAPITAL PARTNERS GP, INC.
  
       
       
 
By:
/s/ Dan Friedberg  
    Name: Dan Friedberg  
    Title: President  
       
 
 
SAGARD CAPITAL PARTNERS MANAGEMENT CORP.
 
       
       
 
By:
/s/ Dan Friedberg  
    Name: Dan Friedberg  
    Title: President  
       
 
 
 
 
 
 
 
Exhibit C

Executive Officers and Directors of Power Corporation of Canada
 
Set forth below is the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, and (vi) ownership of Shares (if any) and (vii) transactions in Shares during the past 60 days (if any) of each of the executive officers and directors of Power Corporation of Canada.
 
(i)
Pierre Beaudoin
(ii)
Director
(iii)
Canada
(iv)
President and Chief Executive Officer, Bombardier Inc.
(v)
800 René-Lévesque Blvd. West, 30th Floor, Montréal (Québec), Canada H3B 1Y8
(vi)
None
(vii)
None
   
(i)
Marcel Coutu
(ii)
Director
(iii)
Canada
(iv)
President and Chief Executive Officer, Canadian Oil Sands Limited
(v)
2500 First Canadian Centre, 350 – 7th Avenue S.W., Calgary (Alberta), Canada T2P 3N9
(vi)
None
(vii)
None
   
(i)
Laurent Dassault
(ii)
Director
(iii)
France
(iv)
Vice-President, Groupe Industriel Marcel Dassault SA
(v)
9, Rond-Point des Champs Elysées, 75008 Paris, France
(vi)
None
(vii)
None
   
(i)
André Desmarais
(ii)
Director and Executive Officer
(iii)
Canada
(iv)
Deputy Chairman, President and Co-Chief Executive Officer, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Paul Desmarais, Jr.
(ii)
Director and Executive Officer
(iii)
Canada
(iv)
Chairman and Co-Chief Executive Officer, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Anthony R. Graham
(ii)
Director
(iii)
Canada
(iv)
President, Wittington Investments, Limited
(v)
22 St. Clair Avenue East, Suite 2001, Toronto (Ontario), Canada M4T 2S7
(vi)
None
(vii)
None
   
(i)
Robert Gratton
(ii)
Director and Executive Officer
(iii)
Canada
(iv)
Deputy Chairman, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Isabelle Marcoux
(ii)
Director
(iii)
Canada
(iv)
Chair and Vice-President, Corporate Development, Transcontinental Inc.
(v)
1 Place Ville-Marie, Suite 3315, Montréal (Québec), Canada H3B 3N2
(vi)
None
(vii)
None
   
(i)
R. Jeffrey Orr
(ii)
Director
(iii)
Canada
(iv)
President and Chief Executive Officer, Power Financial Corporation
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Michel Plessis-Bélair
(ii)
Executive Officer
(iii)
Canada
(iv)
Vice-Chairman, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
John A. Rae
(ii)
Executive Officer
(iii)
Canada
(iv)
Executive Vice-President, Office of the Chairman of the Executive Committee, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Henri-Paul Rousseau
(ii)
Executive Officer
(iii)
Canada
(iv)
Vice-Chairman, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
J. David A. Jackson
(ii)
Director
(iii)
Canada
(iv)
Lawyer, Partner Emeritus and Senior Counsel, Blake, Cassels & Graydon LLP
(v)
199 Bay Street, Suite 4000, Commerce Court W., Toronto, ON M5L 1A9
(vi)
None
(vii)
None
   
(i)
Emőke J.E. Szathmáry
(ii)
Director
(iii)
Canada
(iv)
President Emeritus, University of Manitoba
(v)
70 Dysart Road, Room 112, Winnipeg (Manitoba), Canada R3T 2M6
(vi)
None
(vii)
None
   
(i)
Gregory D. Tretiak
(ii)
Executive Officer
(iii)
Canada
(iv)
Executive Vice-President and Chief Financial Officer, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Pierre Larochelle
(ii)
Executive Officer
(iii)
Canada
(iv)
Vice-President, Investments, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
 (i)
Stéphane Lemay
(ii)
Executive Officer
(iii)
Canada
(iv)
Vice-President, General Counsel and Secretary, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Peter Kruyt
(ii)
Executive Officer
(iii)
Canada
(iv)
Vice-President, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Luc Reny
(ii)
Executive Officer
(iii)
Canada
(iv)
Vice-President, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Arnaud Vial
(ii)
Executive Officer
(iii)
Canada
(iv)
Senior Vice-President, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
 
 
 
 
 
Trustees of The Desmarais Family Residuary Trust

Set forth below is the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, and (vi) ownership of Shares (if any) and (vii) transactions in Shares during the past 60 days (if any) of each of the trustees of The Desmarais Family Residuary Trust.
 
(i)
Jacqueline Desmarais
(ii)
Trustee
(iii)
Canada
(iv)
Executive, Power Corporation of Canada and Philanthropist
(v)
759 Square Victoria, Montréal (Québec), Canada H2Y 2J7
(vi)
None
(vii)
None
   
(i)
Paul Desmarais, Jr.
(ii)
Trustee
(iii)
Canada
(iv)
Chairman and Co-Chief Executive Officer, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
André Desmarais
(ii)
Trustee
(iii)
Canada
(iv)
Deputy Chairman, President and Co-Chief Executive Officer, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Michel Plessis-Bélair
(ii)
Trustee
(iii)
Canada
(iv)
Vice-Chairman, Power Corporation of Canada
(v)
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Guy Fortin
(ii)
Trustee
(iii)
Canada
(iv)
Vice Chairman, Corporation d’Investissements Sanpalo
(v)
759 Square Victoria, Montréal (Québec), Canada H2Y 2J7
(vi)
None
(vii)
None