SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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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. Date of Event Requiring Statement (Month/Day/Year) 11/14/2013	3. Issuer Name and Ticker or Trading Symbol INNOTRAC CORP [ INOC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	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 Acquisition Sub, Inc. (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)

Explanation of Responses:

Remarks:

(1) Although each of the Reporting Persons may be deemed to be the beneficial owner of greater than 10% of the common stock of the Issuer pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as set forth in the Schedule 13D filed by the Reporting Persons concurrently herewith, none of the Reporting Persons has any pecuniary interest in any securities of the Issuer and, accordingly, none of the Reporting Persons is deemed to have beneficial ownership of any securities of the Issuer for purposes of Section 16 of the Exchange Act.

No securities are beneficially owned.

	/s/ Merrick Elfman, President of Blue Eagle Holdings, L.P.	11/25/2013
	/s/ Merrick Elfman, President of Blue Eagle Acquisition Sub, Inc.	11/25/2013
	/s/ Merrick Elfman, President of Blue Eagle GP, LLC	11/25/2013
	STERLING CAPITAL PARTNERS IV, L.P. by /s/ Merrick Elfman	11/25/2013
	SC PARTNERS IV, L.P by /s/ Merrick Elfman	11/25/2013
	/s/ Merrick Elfman, Managing Director of Sterling Capital Partners IV, LLC	11/25/2013
	/s/ M. Avi Epstein, attorney-in-fact for Douglas L. Becker	11/25/2013
	/s/ M. Avi Epstein, attorney-in-fact for Eric D. Becker	11/25/2013
	/s/ Merrick Elfman	11/25/2013
	/s/ M. Avi Epstein, attorney-in-fact for R. Christopher Hoehn-Saric	11/25/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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