UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

InnerWorkings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45773Y105

                                (CUSIP Number)                                

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
	Incorp, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)  ¨
	(b)  ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization
	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5.    Sole Voting Power
	14,755,835
	6.    Shared Voting Power
	0
	7.    Sole Dispositive Power
	14,755,835
	8.    Shared Dispositive Power
	0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	14,755,835
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares	¨
11.	Percent of Class Represented by Amount in Row (9)
	33.5%
12.	Type of Reporting Person
	OO (Limited Liability Company)

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Item 1.	(a)	Name of Issuer
		InnerWorkings, Inc.
	(b)	Address of Issuer’s Principal Executive Offices
		600 West Chicago Avenue, Suite 850 Chicago, Illinois 60610
Item 2.	(a)	Name of Person Filing
		Incorp, LLC
	(b)	Address of Principal Business Office or, if none, Residence
		The address of each of the Reporting Persons is: c/o InnerWorkings, Inc. 600 West Chicago Avenue, Suite 850 Chicago, Illinois 60610
	(c)	Citizenship
		Delaware
	(d)	Title of Class of Securities
		Common Stock, par value $0.0001 per share
	(e)	CUSIP Number
		45773Y105
Item 3.	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:
	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	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);
	(j)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

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Item 4.	Ownership
	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:
		14,755,835
	(b)	Percent of class:
		33.5%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote
			14,755,835
		(ii)	Shared power to vote or to direct the vote
			0
		(iii)	Sole power to dispose or to direct the disposition of
			14,755,835
		(iv)	Shared power to dispose or to direct the disposition of
			0
Item 5.	Ownership of Five Percent or Less of a Class
	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  ¨
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Not Applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
	Not Applicable.
Item 8.	Identification and Classification of Members of the Group
	Not Applicable.
Item 9.	Notice of Dissolution of Group
	Not Applicable.
Item 10.	Certification
	Not Applicable.

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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.

February 14, 2007
Date
INCORP, LLC
By:	Old Willow Partners, LLC
Its:	Manager

By:	/S/ Richard A. Heise, Jr.
Name:	Richard A. Heise, Jr.
Its:	Manager

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