X0304 4 2012-02-23 0 0001383729 FUSION-IO, INC. FIO 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 1 0 1 0 Common Stock 2012-02-23 4 J 0 1000000 0 D 18538379 I See Note 2 Common Stock 2012-02-23 4 J 0 10000 0 A 20000 I See Note 4 Common Stock 2012-02-24 4 J 0 1000000 0 D 17538379 I See Note 2 Common Stock 2012-02-24 4 J 0 10000 0 A 30000 I See Note 4 Common Stock 2406 I See Note 7 Common Stock 64634 I See Note 8 New Enterprise Associates 12, Limited Partnership ("NEA 12") made a pro rata distribution for no consideration of an aggregate of 1,000,000 shares of common stock of the Issuer to its general partner and its limited partners on February 23, 2012. The Reporting Person is a manager of NEA 12 GP, LLC, ("NEA 12 LLC") which is the sole general partner of NEA Partners 12, Limited Partnership ("NEA Partners 12"). NEA Partners 12 is the sole general partner of NEA 12, the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934 (the "1934 Act"), as amended, or otherwise of the shares held by NEA 12, except to the extent of his pecuniary interest therein. NEA Partners 12 received 10,000 shares of common stock of the Issuer in the distribution by NEA 12 on February 23, 2012. The Reporting Person is a manager of NEA 12 LLC, which is the sole general partner of NEA Partners 12. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of the shares held by NEA Partners 12, except to the extent of his pecuniary interest therein. NEA 12 made a pro rata distribution for no consideration of an aggregate of 1,000,000 shares of common stock of the Issuer to its general partner and its limited partners on February 24, 2012. NEA Partners 12 received 10,000 shares of common stock of the Issuer in the distribution by NEA 12 on February 24, 2012. 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 "Sandell Family Trust"). The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, of the securities held by the Sandell Family Trust, except to the extent of his pecuniary interest therein. The Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of the shares held by NEA 13, except to the extent of his pecuniary interest therein. /s/ Louis Citron, attorney-in-fact 2012-02-27