| 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) 08/15/2022 | ||||||||||||||||||||||||||
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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 | 08/15/2022 | M | 1,512 | A | $0 | 11,892 | D | |||
| Common Stock | 08/15/2022 | M | 1,688 | A | $0 | 13,580 | D | |||
| Common Stock | 08/15/2022 | M | 236 | A | $0 | 13,816 | D | |||
| Common Stock | 08/15/2022 | M | 373 | A | $0 | 14,189 | D | |||
| Common Stock | 08/15/2022 | M | 1,176 | A | $0 | 15,365 | D | |||
| Common Stock | 08/15/2022 | M | 2,394 | A | $0 | 17,759 | D | |||
| Common Stock | 08/16/2022 | S | 2,183(1) | D | $66.09(2) | 15,576 | D | |||
| Common Stock | 08/16/2022 | S | 1,550(1) | D | $67.2(3) | 14,026 | D | |||
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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 | ||||||||
| Restricted Stock Units | $0.0 | 08/15/2022 | M | 1,512 | (4) | (4) | Common Stock | 1,512 | $0 | 15,118 | D | ||||
| Restricted Stock Units | $0.0 | 08/15/2022 | M | 1,688 | (5) | (5) | Common Stock | 1,688 | $0 | 18,570 | D | ||||
| Restricted Stock Units | $0.0 | 08/15/2022 | M | 236 | (6) | (6) | Common Stock | 236 | $0 | 0 | D | ||||
| Restricted Stock Units | $0.0 | 08/15/2022 | M | 373 | (7) | (7) | Common Stock | 373 | $0 | 1,122 | D | ||||
| Restricted Stock Units | $0.0 | 08/15/2022 | M | 1,176 | (8) | (8) | Common Stock | 1,176 | $0 | 8,233 | D | ||||
| Restricted Stock Units | $0.0 | 08/15/2022 | M | 2,394 | (9) | (9) | Common Stock | 2,394 | $0 | 26,341 | D | ||||
| Explanation of Responses: |
| 1. The Reporting Person made a prior election to sell only the number of shares of common stock necessary to cover applicable tax withholding obligations realized upon the vesting of restricted stock units, as well as any related brokerage commission fees. |
| 2. The shares were sold at prices ranging from $65.81 to $66.60. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| 3. The shares were sold at prices ranging from $66.96 to $67.52. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price. |
| 4. 1/16 of the units vest on each quarterly anniversary after February 15, 2021, subject to the Reporting Person's continued service with the Issuer on each such vesting date. |
| 5. 1/16 of the units vest on each quarterly anniversary after May 15, 2021, subject to the Reporting Person's continued service with the Issuer on each such vesting date. |
| 6. 1/16 of the units vest on each quarterly anniversary after August 15, 2018, subject to the Reporting Person's continued service with the Issuer on each such vesting date. |
| 7. 1/16 of the units vest on each quarterly anniversary after May 15, 2019, subject to the Reporting Person's continued service with the Issuer on each such vesting date. |
| 8. 1/16 of the units vest on each quarterly anniversary after May 15, 2020, subject to the Reporting Person's continued service with the Issuer on each such vesting date. |
| 9. Represents Restricted Stock Units ("RSUs"). The RSUs vest in equal quarterly installments from May 15, 2022 (the "2022 Vesting Start Date") until the third anniversary of the 2022 Vesting Start Date, in each case subject to the Reporting Person's Continuous Service (as defined in the 2014 Equity Incentive Plan) on such vesting date. |
| Remarks: |
| Kristy Friedrichs, by /s/ Hannah E. Fleek, Attorney-in-Fact | 08/17/2022 | |
| ** 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. | ||