X0306 4 2014-07-23 1 0001383729 FUSION-IO, INC. FIO 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 1 0 0 0 Common Stock 2014-07-23 4 U 0 15000 11.25 D 0 D Common Stock 2014-07-23 4 U 0 7038379 11.25 D 0 I See Note 2 Employee Stock Option (right to buy) 5.12 2014-07-23 4 J 0 50000 D 2021-02-18 Common Stock 50000 0 D Restricted Stock Units 0 2014-07-23 4 J 0 15000 0 D Common Stock 15000 0 D The Reporting Person tendered the shares in exchange for $11.25 per share in a tender offer made by Flight Merger Sub, Inc., pursuant to an Agreement and Plan of Merger, dated June 16, 2014, among the Issuer, SanDisk Corporation and Flight Merger Sub, Inc. (the "Plan of Merger"). The Reporting Person is a manager of NEA 12 GP, 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 New Enterprise Associates 12, Limited Partnership ("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, as amended, or otherwise of such portion of the NEA 12 shares in which the Reporting Person has no pecuniary interest. Pursuant to the Plan of Merger, the stock option was exchanged for a cash payment from SanDisk of $6.13 per Share ($11.25 minus the per share exercise price of the stock option). This stock option was deemed to be fully vested on July 23, 2014, in connection with the completion of the tender offer pursuant to the Plan of Merger. The restricted stock units were deemed to be fully vested on July 23, 2014 in connection with the completion of the tender offer pursuant to the Plan of Merger, and pursuant to the Plan of Merger, were exchanged for a cash payment from SanDisk of $11.25 per share. New Enterprise Associates 12, Limited Partnership, tendered the shares in exchange for $11.25 per share in a tender offer made by Flight Merger Sub, Inc., pursuant to the Plan of Merger. /s/ Sasha Keough, attorney-in-fact 2014-07-25