X0202 4 2007-11-09 0 0001350381 INNERWORKINGS INC INWK 0001237289 SANDELL SCOTT D 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 Common Stock 2007-11-09 4 J 0 9999 0 D 0 I See Note 1 Common Stock 2007-11-09 4 J 0 729 0 A 729 I See Note 2 Common Stock 2007-11-12 4 S 0 729 13.7541 D 0 I See Note 2 Common Stock 2007-11-09 4 J 0 2213 0 A 2213 I See Note 3 Common Stock 7127067 I See Note 4 The Reporting Person is a manager of NEA 11 GP, LLC, which is the sole general partner of NEA Partners 11, Limited Partnership ("NEA Partners 11"), the beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of the securities held by NEA Partners 11, except to the extent of his pecuniary interest therein. The securities are held directly by The Sandell Family Trust, u/d/t 3/30/01, Scott D. Sandell and Jennifer Ayer Sandell, Trustees. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of the securities held by The Sandell Family Trust, u/d/t 3/30/01, Scott D. Sandell and Jennifer Ayer Sandell, Trustees, except to the extent of his pecuniary interest therein. The Reporting Person is a member of New Enterprise Associates LLC ("NEA LLC"), which is the beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of the securities held by NEA LLC, except to the extent of his pecuniary interest therein. The Reporting Person is a manager of NEA 11 GP, LLC, which is the sole general partner of NEA Partners 11. NEA Partners 11 is the sole general partner of New Enterprise Associates 11, Limited Partnership ("New Enterprise Associates 11"), the beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of the securities held by New Enterprise Associates 11, except to the extent of his pecuniary interest therein. NEA Partners 11 made a distribution for no consideration of an aggregate of 9,999 shares of common stock of the issuer to its partners on November 9, 2007. /s/ Shawn Conway, attorney-in-fact 2007-11-13