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Taslitz Steven 4

Accession 0001571049-14-000053

CIK 0001051114other
View on SEC.govCompany Profile

Filed

Jan 6, 7:00 PM ET

Accepted

Jan 7, 4:36 PM ET

Size

25.6 KB

Accession

0001571049-14-000053

Insider Transaction Report

Form 4
Period: 2014-01-06
INNOTRAC CORPINOC
Sterling Capital Partners IV, LLC
10% Owner
Transactions
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+6,172,823$50,617,149→ 6,172,823 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+5,839,462$47,883,588→ 12,012,285 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+1,233,155$10,111,871→ 13,245,440 total
Taslitz Steven
10% Owner
Transactions
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+6,172,823$50,617,149→ 6,172,823 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+1,233,155$10,111,871→ 13,245,440 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+5,839,462$47,883,588→ 12,012,285 total
Sterling Capital Partners IV, L.P.
10% Owner
Transactions
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+6,172,823$50,617,149→ 6,172,823 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+5,839,462$47,883,588→ 12,012,285 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+1,233,155$10,111,871→ 13,245,440 total
Blue Eagle GP, LLC
10% Owner
Transactions
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+1,233,155$10,111,871→ 13,245,440 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+6,172,823$50,617,149→ 6,172,823 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+5,839,462$47,883,588→ 12,012,285 total
ELFMAN MERRICK
10% Owner
Transactions
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+1,233,155$10,111,871→ 13,245,440 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+6,172,823$50,617,149→ 6,172,823 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+5,839,462$47,883,588→ 12,012,285 total
BECKER DOUGLAS L
10% Owner
Transactions
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+6,172,823$50,617,149→ 6,172,823 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+5,839,462$47,883,588→ 12,012,285 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+1,233,155$10,111,871→ 13,245,440 total
SC Partners IV, L.P.
10% Owner
Transactions
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+1,233,155$10,111,871→ 13,245,440 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+6,172,823$50,617,149→ 6,172,823 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+5,839,462$47,883,588→ 12,012,285 total
Blue Eagle Holdings, L.P.
10% Owner
Transactions
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+6,172,823$50,617,149→ 6,172,823 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+5,839,462$47,883,588→ 12,012,285 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+1,233,155$10,111,871→ 13,245,440 total
BECKER ERIC D
10% Owner
Transactions
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+6,172,823$50,617,149→ 6,172,823 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+5,839,462$47,883,588→ 12,012,285 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+1,233,155$10,111,871→ 13,245,440 total
HOEHN SARIC RULDOLF CHRISTOPHER
10% Owner
Transactions
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+6,172,823$50,617,149→ 6,172,823 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+5,839,462$47,883,588→ 12,012,285 total
  • Purchase

    Common Stock

    2014-01-06$8.20/sh+1,233,155$10,111,871→ 13,245,440 total
Footnotes (5)
  • [F1]On January 3, 2014, the tender offer by Blue Eagle Holdings, L.P. ("Parent") and Blue Eagle Acquisition Sub, Inc. ("Acquisition Sub") to purchase all of the issued and outstanding shares of common stock of Innotrac Corporation ("Issuer"), at an offer price of $8.20 per share, expired. On January 6, 2013, Acquisition Sub accepted for purchase a total of 6,172,823 shares of Issuer's common stock (which included 22,900 shares of Issuer's common stock tendered by notices of guaranteed delivery).
  • [F2]This Form 4 is filed on behalf of Parent, Acquisition Sub, Blue Eagle GP, LLC, Sterling Capital Partners IV, L.P., SC Partners IV, L.P., Sterling Partners IV, LLC, Douglas L. Becker, Eric D. Becker, Merrick Elfman, R. Christopher Hoehn-Saric and Steven M. Taslitz (such individuals and entities, collectively, the "Reporting Persons"). Following the completion of the tender offer described in Footnote 1 above, the contribution by Mr. Dorfman and related shareholders described in Footnote 4 below and the merger of Acquisition Sub with and into Issuer described in Footnote 5 below, Parent directly owns 100% of the issued and outstanding shares of common stock of Issuer, the surviving corporation in the merger, (continued in footnote 3)
  • [F3]and such shares may be deemed to be beneficially owned by the other Reporting Persons (other than Acquisition Sub) as a result of the relationships between the Reporting Persons set forth in Item 2 of the Schedule 13D filed by the Reporting Persons concurrently herewith. Each of the Reporting Persons (other than Parent) disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or individual, as applicable, is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
  • [F4]On January 6, 2014, Scott D. Dorfman, the Chairman, President and Chief Executive Officer of Issuer, and certain related shareholders contributed 5,839,462 shares of Issuer's common stock to Parent in exchange for 47,883.59 preferred limited partnership units of Parent at a price of $1,000 per preferred unit in Parent (equating to $8.20 per share of common stock of Issuer). Immediately following this contribution, Parent contributed such shares to Acquisition Sub as a contribution to the capital of Acquisition Sub.
  • [F5]On January 6, 2014, Acquisition Sub merged with and into Issuer through a "short-form" merger, without a vote of Issuer's shareholders, pursuant to Section 14-2-1104(a) of the Georgia Business Corporation Code (the "GBCC"), and all remaining publicly held shares (other than shares held in the treasury of Issuer or owned by Parent or Acquisition Sub or held by shareholders who properly demand and perfect dissenters' rights under the GBCC) converted into the right to receive the same $8.20 price per share in cash, without interest and less any applicable withholding tax, that was paid to shareholders who tendered their shares in the tender offer.

Documents

1 file

Issuer

INNOTRAC CORP

CIK 0001051114

→
Entity typeother

Related Parties

1
  • filerCIK 0001407214

Filing Metadata

Form type
4
Filed
Jan 6, 7:00 PM ET
Accepted
Jan 7, 4:36 PM ET
Size
25.6 KB
View on SEC.gov