CUSIP
No.
45773Y105
|
13G
|
Page 2 of
25
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
New
Enterprise Associates 11, Limited Partnership
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
7,127,067
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
7,127,067
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,127,067
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.6%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP
No.
45773Y105
|
13G
|
Page 3 of
25
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
NEA
Partners 11, Limited Partnership
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
7,127,067
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
7,127,067
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,127,067
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.6%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP
No.
45773Y105
|
13G
|
Page 4 of
25
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
NEA
11 GP, LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
7,127,067
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
7,127,067
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,127,067
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.6%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP
No.
45773Y105
|
13G
|
Page 5 of
25
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Michael
James Barrett
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
7,127,067
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
7,127,067
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,127,067
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.6%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
45773Y105
|
13G
|
Page 6 of
25
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Peter
J. Barris
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
38,063
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
7,129,280
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
38,063
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
7,129,280
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,167,343
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.7%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
45773Y105
|
13G
|
Page 7 of
25
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Forest
Baskett
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
7,127,067
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
7,127,067
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,127,067
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.6%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
45773Y105
|
13G
|
Page 8 of
25
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Ryan
D. Drant
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
365
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
7,129,280
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
365
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
7,129,280
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,129,645
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.6%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
45773Y105
|
13G
|
Page 9 of
25
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Krishna
S. Kolluri
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
7,127,067
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
7,127,067
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,127,067
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.6%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
45773Y105
|
13G
|
Page 10 of
25
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
C.
Richard Kramlich
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
7,130,009
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
7,130,009
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,130,009
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.6%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
45773Y105
|
13G
|
Page 11 of
25
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Charles
M. Linehan
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
242
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
7,127,067
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
242
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
7,127,067
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,127,309
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.6%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
45773Y105
|
13G
|
Page 12 of
25
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Charles
W. Newhall III
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
7,129,280
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
7,129,280
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,129,280
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.6%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
45773Y105
|
13G
|
Page 13 of
25
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Mark
W. Perry
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
7,129,280
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
7,129,280
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,129,280
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.6%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
45773Y105
|
13G
|
Page 14 of
25
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Scott
D. Sandell
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
7,129,280
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
7,129,280
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,129,280
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.6%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
45773Y105
|
13G
|
Page 15 of
25
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Eugene
A. Trainor III
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
7,127,067
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
7,127,067
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,127,067
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.6%
|
||
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP
No.
45773Y105
|
13G
|
Page 16 of
25
|
Item
1(a).
|
Name
of Issuer: InnerWorkings,
Inc.
|
Item
1(b).
|
Address of Issuer’s
Principal Executive Offices:
600
West Chicago Avenue, Suite 850, Chicago, IL
60654.
|
Item
2(a).
|
Names
of Persons Filing: This
statement is being filed by New Enterprise Associates 11, Limited
Partnership (“NEA 11”); NEA Partners 11, Limited Partnership (“NEA
Partners 11”), which is the sole general partner of NEA 11; NEA 11
GP, LLC (“NEA 11 GP”), which is the sole general partner of NEA Partners
11; Michael James Barrett (“Barrett”), Peter J. Barris (“Barris”), Forest
Baskett (“Baskett”), Ryan D. Drant (“Drant”), Krishna S. Kolluri
(“Kolluri”), C. Richard Kramlich (“Kramlich”), Charles M. Linehan
(“Linehan”), Charles W. Newhall III (“Newhall”), Mark W. Perry
(“Perry”), Scott D. Sandell (“Sandell”) and Eugene A. Trainor III
(“Trainor”) (collectively, the “Managers”). The Managers are
the individual managers of NEA 11 GP. NEA 11 GP, NEA Partners
11, NEA 11 and the Managers are sometimes referred to collectively herein
as the “Reporting Persons.”
|
Item
2(b).
|
Address
of Principal Business Office or, if None, Residence: The address of the
principal business office of NEA 11, NEA Partners 11, NEA 11 GP, Newhall
and Trainor is New Enterprise Associates, 1954 Greenspring Drive, Suite
600, Timonium, MD 21093. The address of the principal business
office of Baskett, Kolluri, Kramlich, Linehan, Perry and Sandell is New
Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California
94025. The address of the principal business office of Barris,
Barrett and Drant is New Enterprise Associates, 5425 Wisconsin Ave., Suite
800, Chevy Chase, MD 20815.
|
Item
2(c).
|
Citizenship: NEA 11 and
NEA Partners 11 are limited partnerships organized under the laws of the
State of Delaware. NEA 11 GP is a limited liability company
organized under the laws of the State of Delaware. Each of the
Managers is a United States
citizen.
|
Item
2(d).
|
Title
of Class of Securities: Common
Stock, $.0001 par value (“Common
Stock”).
|
Item
2(e).
|
CUSIP
Number: 45773Y105.
|
Item
3.
|
If this statement is
filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person
filing is a:
|
Item
4.
|
Ownership.
|
(a)
|
Amount
Beneficially Owned: NEA 11 is the record owner of 7,127,067 shares of
Common Stock as of December 31, 2009 (the “Record Shares”). As the
sole general partner of NEA 11, NEA Partners 11 may be deemed to own
beneficially the Record Shares. As the sole general partner of NEA
Partners 11, NEA 11 GP likewise may be deemed to own beneficially the
Record Shares. As the individual Managers of NEA 11 GP, each of the
Managers also may be deemed to own beneficially the Record Shares.
Additionally, as of December 31, 2009, Drant is the record owner of 365
shares of Common Stock, The Kramlich Living Trust U/A/D 6/1/94, C. Richard
Kramlich and Pamela P. Kramlich, Co-Trustees (the “Kramlich Trust”) is the
record owner of 729 shares of Common Stock, Linehan is the record owner of
242 shares of Common Stock, Barris is the record owner of 10,763 shares of
Common Stock and options to purchase 26,462 shares of Common Stock (the
“Option Shares”), PJ Barris, LLC (“Barris LLC”) is the record owner
of 670 shares of Common Stock (the “PJ Barris Shares”) and
PDB
|
CUSIP
No.
45773Y105
|
13G
|
Page 17 of
25
|
|
LLC
(“PDB”) is the record owner of 168 shares of Common Stock (together with
the PJ Barris shares, the “Barris LLC Shares”). As a member
of Barris LLC and the Investment Advisor of PDB, Barris may be deemed
to own beneficially the Barris LLC Shares. As a Co-Trustee of the
Kramlich Trust, Kramlich may be deemed to own beneficially the Kramlich
Trust shares. Finally, New Enterprise Associates, LLC (“NEA LLC”) is
the record owner of 2,213 shares of Common Stock (the “NEA LLC
Shares”). As members of NEA LLC’s board of directors, each of
Barris, Drant, Kramlich, Newhall, Perry and Sandell may also be deemed to
beneficially own the NEA LLC
Shares.
|
(b)
|
Percent
of Class: See Line 11 of cover sheets. The percentages set
forth on the cover sheets for each Reporting Person are calculated based
on 45,610,735 shares of Common Stock (the “10-Q shares”) reported by the
Issuer to be outstanding as of November 6, 2009 on Form 10-Q as filed with
the Securities and Exchange Commission on November 9, 2009. The percentage
set forth on the cover sheet for Barris is calculated based on 45,637,377
shares, which includes the 10-Q shares and the option
shares.
|
(c)
|
Number
of shares as to which such person
has:
|
(i)
|
sole
power to vote or to direct the vote: See Line 5 of cover
sheets.
|
(ii)
|
shared
power to vote or to direct the vote: See Line 6 of cover
sheets.
|
(iii)
|
sole
power to dispose or to direct the disposition of: See Line 7 of
cover sheets.
|
(iv)
|
shared
power to dispose or to direct the disposition of: See Line 8 of cover
sheets.
|
Item
5.
|
Ownership of Five
Percent or Less of a Class.
|
Item
6.
|
Ownership of More than
Five Percent on Behalf of Another
Person.
|
Item
7.
|
Identification and
Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding
Company.
|
Item
8.
|
Identification and
Classification of Members of the
Group.
|
Item
9.
|
Notice of Dissolution
of Group.
|
CUSIP
No.
45773Y105
|
13G
|
Page 18 of
25
|
Item
10.
|
Certification.
|
|
Not
applicable. This Amendment No. 3 to Schedule 13G is not
filed pursuant to Rule 13d-1(b) or Rule
13d–1(c).
|
CUSIP
No.
45773Y105
|
13G
|
Page 19 of
25
|
By:
|
NEA
PARTNERS 11, LIMITED PARTNERSHIP
|
|
General
Partner
|
By:
|
NEA
11 GP, LLC
General Partner
|
By:
|
*
Eugene
A. Trainor III
Manager
|
By:
|
NEA
11 GP, LLC
General Partner
|
By:
|
*
Eugene
A. Trainor III
Manager
|
By:
|
*
Eugene
A. Trainor III
Manager
|
*
Michael
James Barrett
|
*
Peter
J. Barris
|
CUSIP
No.
45773Y105
|
13G
|
Page 20 of
25
|
*
Forest
Baskett
|
*
Ryan D.
Drant
|
*
Krishna
S. Kolluri
|
*
C.
Richard Kramlich
|
*
Charles
M. Linehan
|
*
Charles
W. Newhall III
|
*
Mark W.
Perry
|
*
Scott
D. Sandell
|
*
Eugene
A. Trainor III
|
*By: /s/ Shawn Conway
Shawn
Conway
As
attorney-in-fact
|
CUSIP
No.
45773Y105
|
13G
|
Page 21 of
25
|
By:
|
NEA
PARTNERS 11, LIMITED PARTNERSHIP
|
|
General
Partner
|
By:
|
NEA
11 GP, LLC
General Partner
|
By:
|
*
Eugene
A. Trainor III
Manager
|
By:
|
NEA
11 GP, LLC
General Partner
|
By:
|
*
Eugene
A. Trainor III
Manager
|
By:
|
*
Eugene
A. Trainor III
Manager
|
*
Michael
James Barrett
|
*
Peter
J. Barris
|
CUSIP
No.
45773Y105
|
13G
|
Page 22 of
25
|
*
Forest
Baskett
|
*
Ryan D.
Drant
|
*
Krishna
S. Kolluri
|
*
C.
Richard Kramlich
|
*
Charles
M. Linehan
|
*
Charles
W. Newhall III
|
*
Mark W.
Perry
|
*
Scott
D. Sandell
|
*
Eugene
A. Trainor III
|
*By: /s/ Shawn Conway
Shawn
Conway
As
attorney-in-fact
|
CUSIP
No.
45773Y105
|
13G
|
Page 23 of
25
|
/s/ M. James Barrett
M.
James Barrett
/s/ Peter J. Barris
Peter
J. Barris
/s/ Forest Baskett
Forest
Baskett
Rohini
Chakravarthy
Patrick
Chung
Ryan
Drant
/s/ Shawn Conway
Shawn
Conway
/s/ Anthony A. Florence
Anthony
A. Florence
/s/ Robert Garland
Robert
Garland
Paul
Hsiao
|
CUSIP
No.
45773Y105
|
13G
|
Page 24 of
25
|
/s/ Patrick J. Kerins
Patrick
J. Kerins
/s/ Suzanne King
Suzanne
King
/s/ Krishna S. Kolluri
Krishna
S. Kolluri
/s/ C. Richard Kramlich
C.
Richard Kramlich
/s/ Charles M. Linehan
Charles
M. Linehan
/s/ Edward Mathers
Edward
Mathers
/s/ David M. Mott
David
M. Mott
John
M. Nehra
/s/ Charles W. Newhall III
Charles
W. Newhall III
/s/ Jason R. Nunn
Jason R. Nunn /s/ Mark W. Perry
Mark
W. Perry
/s/ Jon Sakoda
Jon
Sakoda
/s/ Scott D. Sandell
Scott
D. Sandell
/s/ Peter W. Sonsini
Peter
W. Sonsini
|
CUSIP
No.
45773Y105
|
13G
|
Page 25 of
25
|
/s/ A. Brooke Seawell
A.
Brooke Seawell
/s/ Eugene A. Trainor III
Eugene
A. Trainor III
/s/ Ravi Viswanathan
Ravi
Viswanathan
/s/ Paul E. Walker
Paul
E. Walker
Harry
Weller
|