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
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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*
Sagard Capital Partners, L.P.

(Last) (First) (Middle)
325 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INNERWORKINGS INC [ inwk ]
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)
08/31/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
09/02/2016
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 08/31/2016 S 55,812(1)(3) D $8.849(3) 7,042,456(3) I SEE FOOTNOTE(2)
COMMON STOCK 09/01/2016 S 11,738(1) D $8.8922 7,030,718(3) I SEE FOOTNOTE(2)
COMMON STOCK 09/01/2016 S 309,251(1) D $8.8 6,721,467(3) I SEE FOOTNOTE(2)
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*
Sagard Capital Partners, L.P.

(Last) (First) (Middle)
325 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

(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*
Sagard Capital Partners Management Corp

(Last) (First) (Middle)
325 GREENWICH AVENUE
2ND FLOOR

(Street)
GREENWICH CT 06830

(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*
Sagard Capital Partners GP, Inc.

(Last) (First) (Middle)
325 GREENWICH AVENUE

(Street)
GREENWICH CT 06830

(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. Consists of shares of common stock, par value, $0.0001 per share, of INWK ("Shares").
2. Sagard is the direct beneficial owner of the Shares reported herein. GP and Sagard Management are indirect beneficial owners of such Shares. Each of the Reporting Persons disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein except to the extent of its pecuniary interest therein.
3. Based on information from a broker, the original Form 4 erroneously stated that on August 31, 2016, the Reporting Persons sold 54,601 Shares at a price of $8.8479. This amendment is being filed to report that instead, on August 31, 2016, the Reporting Persons sold 55,812 Shares at a price of $8.8490. The sale transactions made on September 1, 2016 were reported correctly in the original Form 4 and are included in this amendment solely for purposes of updating the amount of securities beneficially owned by the Reporting Person following each such transaction.
Remarks:
This Form 4 is being filed by Sagard Capital Partners, L.P., a Delaware limited partnership ("Sagard"), Sagard Capital Partners GP, Inc., a Delaware corporation ("GP"), and Sagard Capital Partners Management Corp., a Delaware corporation ("Sagard Management," and together with Sagard and GP, the "Reporting Persons"). As a result of direct and indirect securities holdings, Power Corporation of Canada and The Desmarais Family Residuary Trust (the "Trust"), which was formed under the Last Will and Testament of Paul G. Desmarais, may be deemed (i) to control the Reporting Persons, although the filing of this Form 4 shall not be construed as an admission that any such control relationship actually exists, and (ii) to beneficially own the securities reported herein. Each of Power Corporation of Canada and the Trust and the trustees of the Trust disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.
/s/ Charles J. Downey III, Attorney-in-Fact for Sagard Capital Partners, L.P. 09/07/2016
/s/ Charles J. Downey III, Attorney-in-Fact for Sagard Capital Partners GP, Inc. 09/07/2016
/s/ Charles J. Downey III, Attorney-in-Fact for Sagard Capital Partners Management Corp. 09/07/2016
** 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 4 (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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