X0305 4 2012-03-26 0 0001350381 INNERWORKINGS INC INWK 0001270521 KOLLURI KRISHNA KITTU 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Common Stock 2012-03-26 4 J 0 1000000 0 D 5029190 I See Note 2 Common Stock 2012-03-26 4 J 0 10000 0 A 10000 I See Note 4 New Enterprise Associates 11, Limited Partnership ("New Enterprise Associates 11") 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 March 26, 2012. 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"). NEA Partners 11 is the sole general partner of New Enterprise Associates 11, 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 the shares held by New Enterprise Associates 11, except to the extent of his pecuniary interest therein. NEA Partners 11 received 10,000 shares of common stock of the Issuer in the distribution by New Enterprise Associates 11 on March 26, 2012. The Reporting Person is a manager of NEA 11 GP, LLC, which is the sole general partner of NEA Partners 11. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of the shares of the Issuer held by NEA Partners 11, except to the extent of his pecuniary interest therein. /s/ Louis Citron, attorney-in-fact 2012-03-28