Statement of Changes in Beneficial Ownership (4)
November 19 2018 - 6:17PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
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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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1. Name and Address of Reporting Person
*
Gochee James R.
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2. Issuer Name
and
Ticker or Trading Symbol
NEW RELIC, INC.
[
NEWR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Product Officer
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(Last)
(First)
(Middle)
C/O NEW RELIC, INC., 188 SPEAR STREET, STE. 1200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/15/2018
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(Street)
SAN FRANCISCO, CA 94105
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/15/2018
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M
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412
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A
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$0.00
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303358
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D
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Common Stock
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11/15/2018
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M
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1455
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A
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$0.00
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304813
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D
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Common Stock
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11/15/2018
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M
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286
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A
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$0.00
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305099
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D
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Common Stock
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11/15/2018
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M
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1468
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A
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$0.00
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306567
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D
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Common Stock
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11/15/2018
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M
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1155
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A
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$0.00
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307722
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D
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Common Stock
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11/16/2018
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S
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2381
(1)
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D
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$83.7488
(2)
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305341
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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$0.00
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11/15/2018
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M
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412
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(3)
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(3)
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Common Stock
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412
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$0.00
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6188
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D
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Restricted Stock Units
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$0.00
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11/15/2018
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M
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1455
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(4)
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(4)
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Common Stock
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1455
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$0.00
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2911
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D
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Restricted Stock Units
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$0.00
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11/15/2018
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M
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286
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(5)
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(5)
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Common Stock
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286
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$0.00
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859
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D
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Restricted Stock Units
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$0.00
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11/15/2018
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M
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1468
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(6)
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(6)
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Common Stock
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1468
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$0.00
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8804
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D
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Restricted Stock Units
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$0.00
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11/15/2018
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M
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1155
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(7)
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(7)
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Common Stock
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1155
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$0.00
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11550
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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The shares were sold at prices ranging from $83.17 to $84.12. 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.
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(3)
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The RSUs will vest in equal quarterly installments from August 15, 2018 (the "2018 Vesting Start Date") until the fourth anniversary of the 2018 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.
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(4)
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Represents Restricted Stock Units ("RSUs"). The RSUs will vest as follows: 10% of the RSUs shall vest on the first anniversary of May 15, 2015 (the "May 2015 Vesting Start Date"); 3.75% of the RSUs shall vest in equal quarterly installments thereafter until the second anniversary of the May 2015 Vesting Start Date; 5.00% of the RSUs shall vest in equal quarterly installments thereafter until the third anniversary of the May 2015 Vesting Start Date; and 13.75% of the RSUs shall vest in equal quarterly installments thereafter until the fourth anniversary of the May 2015 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.
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(5)
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25% of the shares underlying the RSUs shall vest on the first anniversary of August 15, 2015 (the "August 15 Vesting Start Date") and 1/16th of the shares underlying the RSUs shall vest in equal quarterly installments thereafter until the fourth anniversary of the August 2015 Vesting Start Date, in each case subject to the grantee being a Service Provider (as defined in the 2014 Equity Incentive Plan) on such vesting date.
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(6)
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The RSUs will vest in equal quarterly installments from May 15, 2016 (the "2016 Vesting Start Date") until the fourth anniversary of the 2016 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.
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(7)
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The RSUs will vest in equal quarterly installments from May 15, 2017 (the "2017 Vesting Start Date") until the fourth anniversary of the 2017 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Gochee James R.
C/O NEW RELIC, INC.
188 SPEAR STREET, STE. 1200
SAN FRANCISCO, CA 94105
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Chief Product Officer
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Signatures
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James R. Gochee, by /s/ Ron A. Metzger, Attorney-in-Fact
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11/19/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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