X0205 3 2012-03-28 0 0001372375 Millennial Media Inc. MM 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Series C Preferred Stock Common Stock 8036099 I See Note 2 Series D Preferred Stock Common Stock 1758302 I See Note 2 Each share of preferred stock is convertible, at anytime, at the holder's election, into common stock of the Issuer on a one-for-one basis. In addition, effective upon the closing of the Issuer's initial public offering of its common stock, each share of preferred stock will automatically convert into one share of common stock. The preferred stock has no expiration date. The Reporting Person is a director of NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13, L.P., ("NEA Partners 13"), the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), which is the direct 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, or otherwise of such portion of the NEA 13 shares in which the Reporting Person has no pecuniary interest. /s/ Louis Citron, attorney-in-fact 2012-03-28