0000902664-23-005477.txt : 20231113 0000902664-23-005477.hdr.sgml : 20231113 20231113164053 ACCESSION NUMBER: 0000902664-23-005477 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231108 FILED AS OF DATE: 20231113 DATE AS OF CHANGE: 20231113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JANA Partners Management, LP CENTRAL INDEX KEY: 0001998597 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36766 FILM NUMBER: 231399540 BUSINESS ADDRESS: STREET 1: 767 5TH AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-455-0900 MAIL ADDRESS: STREET 1: 767 5TH AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NEW RELIC, INC. CENTRAL INDEX KEY: 0001448056 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 262017431 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 188 SPEAR STREET, STE. 1000 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 650-777-7600 MAIL ADDRESS: STREET 1: 188 SPEAR STREET, STE. 1000 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: NEW RELIC, INC DATE OF NAME CHANGE: 20151105 FORMER COMPANY: FORMER CONFORMED NAME: NEW RELIC INC DATE OF NAME CHANGE: 20081016 4 1 ownership.xml X0508 4 2023-11-08 1 0001448056 NEW RELIC, INC. NEWR 0001998597 JANA Partners Management, LP 767 5TH AVENUE 8TH FLOOR NEW YORK NY 10153 1 0 0 1 See Remarks 0 Common Stock, par value $0.001 per share ("Common Stock") 2023-11-08 4 M 0 2381 A 3217807 D Common Stock 2023-11-08 4 D 0 2381 D 3215426 D Common Stock 2023-11-08 4 D 0 3215426 D 0 D Restricted Stock Units ("RSUs") 2023-11-08 4 M 0 2381 D Common Stock 2381 0 I See Footnote On November 8, 2023, pursuant to the Agreement and Plan of Merger, dated as of July 30, 2023 (the "Merger Agreement"), by and among Crewline Buyer, Inc., a Delaware corporation ("Parent"), Crewline Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and New Relic, Inc. (the "Issuer"), Merger Sub merged with and into the Issuer and the separate corporate existence of Merger Sub ceased, with the Issuer continuing as the surviving corporation (the "Merger") and a wholly owned subsidiary of Parent, and each outstanding RSU held by Kevin Galligan ("Mr. Galligan"), a Partner of JANA, who currently serves on the board of directors of the Issuer, was converted into the right to receive $87.00 in cash (the "Merger Consideration"), subject to any continued vesting conditions in accordance with the terms of the Merger Agreement. Pursuant to the Merger Agreement, each outstanding share of Common Stock held by Mr. Galligan was cancelled and converted into the right to receive the Merger Consideration. Pursuant to the Merger Agreement, each outstanding share of Common Stock held by JANA was cancelled and converted into the right to receive the Merger Consideration. JANA Partners Management, LP ("JANA" or the "Reporting Person") is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control. JANA Partners Management GP, LLC (the "GP") is the general partner of JANA. The senior managing member of the GP and indirect control person of JANA is Barry Rosenstein. JANA and Barry Rosenstein disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein, if any. Mr. Galligan has assigned all rights to the grant to JANA. Pursuant to the assignment, settlement of the award on vesting will be made to JANA. JANA disclaims any beneficial ownership of any of the Issuer's securities reported herein except to the extent of its pecuniary interest therein, if any. The Reporting Person may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. Galligan currently serves on the board of directors of the Issuer. JANA was previously a relying adviser of JANA Partners LLC, and from and after the effectiveness of its application for investment advisor registration, replaces JANA Partners LLC as the reporting person herein. The prior Section 16 filings were made under the CIK of JANA Partners LLC (CIK 0001159159). /s/ JANA Partners Management, LP, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer 2023-11-13