UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 3)

(Rule 13e-100)

Rule 13e-3 Transaction Statement

under Section 13(e) of the Securities Exchange Act of 1934

Innotrac Corporation

Name of Subject Company (issuer)

Blue Eagle Holdings, L.P.

Blue Eagle Acquisition Sub, Inc.

Blue Eagle GP, LLC

Sterling Capital Partners IV, L.P.

SC Partners IV, L.P.

Sterling Capital Partners IV, LLC

Innotrac Corporation

Scott D. Dorfman

(Names of Filing Persons)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

45767M109

(CUSIP Number of Class of Securities)

M. Avi Epstein

General Counsel

Sterling Fund Management, LLC

401 North Michigan Avenue, Suite 3300

Chicago, Illinois 60611

(312) 465-7000

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

With copies to:

Jeffrey R. Patt
Mark D. Wood
Katten Muchin Rosenman LLP
525 West Monroe Street
Chicago, Illinois  60661
(312) 902-5200 David A. Stockton
Kilpatrick Townsend & Stockton LLP 1100 Peachtree St., Suite 2800
Atlanta, GA 30309
(404) 815-6500 Bruce D. Wanamaker
Ledbetter Wanamaker Glass LLP
400 Colony Square, Suite 1501
1201 Peachtree Street, NE
Atlanta, Georgia 30361
(404) 835-9502

This statement is filed in connection with (check the appropriate box):
a.	o	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	o	The filing of a registration statement under the Securities Act of 1933.
c.	x	A tender offer.
d.	o	None of the above.
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:   o
Check the following box if the filing is a final amendment reporting the results of the transaction:  o
Calculation of Filing Fee
TRANSACTION VALUATION*			AMOUNT OF FILING FEE**
$111,400,608			$14,348.40
*	Estimated solely for purposes of calculating the filing fee only. The transaction value was calculated on the basis of (i) 13,585,440 shares of common stock, par value $0.10 per share, of Innotrac Corporation (the “Shares”), the estimated maximum number of Shares that may be acquired in this tender offer (consisting of (a) 13,245,440 Shares issued and outstanding as of December 2, 2013, and (b) 340,000 Shares issuable upon the exercise of outstanding options), multiplied by (ii) the offer price of $8.20 per Share.
**	The amount of the filing fee is calculated, in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by multiplying the transaction value by 0.0001288.
x	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
Amount Previously Paid:  $14,348.40			Filing Parties:  Blue Eagle Acquisition Sub, Inc., Blue Eagle Holdings, L.P., Blue Eagle GP, LLC, Sterling Capital Partners IV, L.P., SC Partners IV, L.P. and Sterling Capital Partners IV LLC
Form or Registration No.:  Schedule TO			Date Filed:  December 4, 2013

INTRODUCTION

This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Transaction Statement on Schedule 13E-3, originally filed with the Securities and Exchange Commission (the “SEC”) on December 4, 2013, as amended by Amendment No. 1 thereto (“Amendment No. 1”), filed with the SEC on December 5, 2013, and Amendment No. 2 thereto (“Amendment No. 2”), filed with the SEC on December 12, 2013 (as amended, the “Schedule 13E-3”), in each case by (a) Blue Eagle Acquisition Sub, Inc., a Georgia corporation (the “Purchaser”) and a wholly-owned subsidiary of Blue Eagle Holdings, L.P., a Delaware limited partnership (“Parent”), (b) Parent, (c) Blue Eagle GP, LLC, (d) Sterling Capital Partners IV, L.P., (e) SC Partners IV, L.P., (f) Sterling Capital Partners IV, LLC, (g) Innotrac Corporation, a Georgia corporation (“Innotrac”), and (h) Scott D. Dorfman, relating to a tender offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.10 per share (the “Shares”), of Innotrac at a purchase price of $8.20 per share, payable net to the seller in cash, without interest and less applicable withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 4, 2013 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as may be amended or supplemented from time to time, the “Letter of Transmittal”). Copies of the Offer to Purchase and the Letter of Transmittal are attached as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Tender Offer Statement on Schedule TO originally filed with the SEC on December 4, 2013. Items not amended remain unchanged, and capitalized terms used and not otherwise defined in this Amendment No. 2 shall have the meanings assigned to such terms in the Schedule 13E-3.

The information contained in the Tender Offer Statement on Schedule TO filed with the SEC on December 4, 2013, as amended and supplemented by Amendment No. 1 thereto, filed with the SEC on December 5, 2013, Amendment No. 2 thereto, filed with the SEC on December 12, 2013, and Amendment No. 3 thereto, filed with the SEC on December 23, 2013 (as so amended and supplemented, the “Schedule TO”), copies of which are included as Exhibits (a)(1)(G), (a)(1)(H), (a)(1)(I) and (a)(1)(J), respectively, to the Schedule 13E-3, and the information contained in the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Innotrac with the SEC on December 4, 2013, as amended and supplemented by Amendment No. 1 thereto, filed with the SEC on December 5, 2013, Amendment No. 2 thereto, filed with the SEC on December 12, 2013, and Amendment No. 3 thereto, filed with the SEC on December 23, 2013 (as so amended and supplemented, the “Schedule 14D-9”), copies of which are included as Exhibits (a)(2)(A), (a)(2)(B), (a)(2)(C) and (a)(2)(D), respectively, to the Schedule 13E-3, is incorporated by reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Schedule TO and the Schedule 14D-9.

Amendments to the Schedule 13E-3

The Schedule 13E-3 is hereby amended and supplemented as follows:

INTRODUCTION

The last paragraph of the section titled “Introduction” is hereby amended by amending and restating the last sentence of such paragraph to read in its entirety as follows:

“All information contained or incorporated by reference in this Transaction Statement concerning any of the Filing Persons has been provided by such Filing Person.”

ITEM 16. EXHIBITS

Item 16 is hereby amended and supplemented by adding the following exhibits:

(a)(1)(G)	Tender Offer Statement on Schedule TO, dated December 4, 2013 (incorporated by reference to the Tender Offer Statement on Schedule TO, filed with the SEC on December 4, 2013).
(a)(1)(H)	Amendment No. 1 to the Tender Offer Statement on Schedule TO, dated December 5, 2013, including the Offer to Purchase as amended thereby (incorporated by reference to Amendment No. 1 to the Tender Offer Statement on Schedule TO, filed with the SEC on December 5, 2013).
(a)(1)(I)	Amendment No. 2 to the Tender Offer Statement on Schedule TO, dated December 12, 2013, including the Offer to Purchase as amended thereby (incorporated by reference to Amendment No. 2 to the Tender Offer Statement on Schedule TO, filed with the SEC on December 12, 2013).
(a)(1)(J)	Amendment No. 3 to the Tender Offer Statement on Schedule TO, dated December 23, 2013, including the Offer to Purchase as amended thereby (incorporated by reference to Amendment No. 3 to the Tender Offer Statement on Schedule TO, filed with the SEC on December 23, 2013).
(a)(2)(B)	Amendment No. 1 to the Solicitation/Recommendation Statement on Schedule 14D-9, dated December 5, 2013 (incorporated by reference to Amendment No. 1 to the Solicitation/Recommendation Statement on Schedule 14D-9, filed with the SEC on December 5, 2013).
(a)(2)(C)	Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9, dated December 12, 2013 (incorporated by reference to Amendment No. 2 to the Solicitation/Recommendation Statement on Schedule 14D-9, filed with the SEC on December 12, 2013).
(a)(2)(D)	Amendment No. 3 to the Solicitation/Recommendation Statement on Schedule 14D-9, dated December 23, 2013 (incorporated by reference to Amendment No. 3 to the Solicitation/Recommendation Statement on Schedule 14D-9, filed with the SEC on December 23, 2013).
(c)(3)	Discussion Materials for the Special Committee of Innotrac’s Board of Directors, prepared by Harris Williams & Co., dated June 21, 2013.*
* Filed herewith

SIGNATURES

After due 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.

Dated: December 23, 2013

Blue Eagle Acquisition Sub, Inc.
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein
Title:	Vice President

Blue Eagle Holdings, L.P.
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein
Title:	Vice President

Blue Eagle GP, LLC
By:	/s/ M. Avi Epstein
Name:	M. Avi Epstein
Title:	Vice President

Sterling Capital Partners IV, L.P.
By:	SC Partners IV, L.P.
Its:	General Partner

By:	Sterling Capital Partners IV, LLC
Its:	General Partner

By:	/s/ Merrick Elfman
Name:	Merrick Elfman
Title:	Managing Director

SC Partners IV, L.P.
By:	Sterling Capital Partners IV, LLC
Its:	General Partner

By:	/s/ Merrick Elfman
Name:	Merrick Elfman
Title:	Managing Director

Sterling Capital Partners IV, LLC
By:	/s/ Merrick Elfman
Name:	Merrick Elfman
Title:	Managing Director

Innotrac Corporation
By:	/s/ Stephen G. Keaveney
Name:	Stephen G. Keaveney
Title:	Chief Financial Officer and Secretary

Scott D. Dorfman

/s/ Scott D. Dorfman