FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NEW RELIC, INC. [ NEWR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/05/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/05/2016 | J(1)(2) | 4,248 | D | $0.00 | 72,234 | I | Trinity IX Entrepreneurs' Fund, L.P.(3)(4) | ||
Common Stock | 01/05/2016 | J(1)(2) | 3,225 | D | $0.00 | 54,838 | I | Trinity IX Side-By-Side Fund, L.P.(4)(5) | ||
Common Stock | 01/05/2016 | J(1)(2) | 271,711 | D | $0.00 | 4,619,099 | I | Trinity Ventures IX, L.P.(4)(6) | ||
Common Stock | 01/05/2016 | J(1) | 47,483 | A | $0.00 | 47,483 | I | Trinity TVL IX, LLC(4)(7) | ||
Common Stock | 01/05/2016 | J(2)(8) | 47,483 | D | $0.00 | 0 | I | Trinity TVL IX, LLC(4)(7) | ||
Common Stock | 01/05/2016 | J(9) | 22 | A | $0.00 | 66 | I | TVL Management Corp.(4)(9) | ||
Common Stock | 01/05/2016 | J(10) | 2,260 | A | $0.00 | 6,874 | D | |||
Common Stock | 12/11/2015 | L(11) | 94 | A | $0.00 | 6,968 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by the partnerships without consideration to their respective limited partners and, in the case of Trinity IX, its general partner. |
2. Transaction pursuant to a 10b5-1 Plan dated September 9, 2015. |
3. The shares are owned by Trinity IX Entrepreneurs' Fund, L.P. ("TEF IX") which is under common control with Trinity IX Side-By-Side Fund, L.P. ("Trinity SBS IX") and Trinity Ventures IX, L.P. ("Trinity IX"). Trinity TVL IX, LLC ("Trinity TVL IX") serves as the sole general partner of TEF IX, Trinity SBS IX and Trinity IX. As such, Trinity TVL IX possesses sole voting and investment control over the shares owned by TEF IX, Trinity SBS IX and Trinity IX, and may be deemed to have indirect beneficial ownership of the securities held by TEF IX, Trinity SBS IX and Trinity IX. Trinity TVL IX, however, owns no shares of the Issuer directly. The Reporting Person serves as a Member of Trinity TVL IX and serves as an officer of TVL Management Corp. ("TVL Management") and shares voting and dispositive power over the shares held by TEF IX, Trinity SBS IX and Trinity IX. |
4. The Reporting Person disclaims beneficial ownership of the shares held by TEF IX, Trinity SBS IX, Trinity IX, Trinity TVL IX and TVL Management except to the extent of his pecuniary interest therein. |
5. The shares are owned by Trinity SBS IX. |
6. The shares are owned by Trinity IX. |
7. The shares are owned by Trinity TVL IX. |
8. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity TVL IX without consideration to its members. |
9. Represents a pro rata distribution to TVL Management from Trinity TVL IX. TVL Management is a member of Trinity TVL IX. |
10. Represents a pro rata distribution of shares. |
11. Represents the receipt of shares through a pro rata distribution from Four Rivers Partners II LP, of which the Reporting Person is a limited partner. In accordance with Rule 16a-6, as an acquisition of shares with market value not exceeding $10,000, this acquisition was not previously reported on Form 4. |
Remarks: |
/s/ Daniel Scholnick | 01/07/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |