Sec Form 13G Filing - Incorp LLC @ INNERWORKINGS INC

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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- Peter Lynch
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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)

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).


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.

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

Sec Form 13G Filing - Incorp LLC filing for INNERWORKINGS INC (INWK) - 2007-02-14