Statement of Changes in Beneficial Ownership (4)
November 17 2020 - 6:13PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Sachleben Mark |
2. Issuer Name and Ticker or Trading Symbol
NEW RELIC, INC.
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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 Financial Officer |
(Last)
(First)
(Middle)
C/O NEW RELIC, INC., 188 SPEAR STREET, STE. 1000 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/15/2020 |
(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 | 11/15/2020 | | M | | 1540 | A | $0.00 | 1540 | D | |
Common Stock | 11/15/2020 | | M | | 589 | A | $0.00 | 2129 | D | |
Common Stock | 11/15/2020 | | M | | 665 | A | $0.00 | 2794 | D | |
Common Stock | 11/15/2020 | | M | | 1999 | A | $0.00 | 4793 | D | |
Common Stock | 11/16/2020 | | S | | 351 (1) | D | $55.7451 (2) | 4442 | D | |
Common Stock | 11/16/2020 | | S | | 2000 (1) | D | $56.0473 (3) | 2442 | D | |
Common Stock | 11/16/2020 | | G |
V
| 2442 | D | $0.00 | 0 | D | |
Common Stock | 11/16/2020 | | G |
V
| 2442 | A | $0.00 | 371740 | I | By Trust (4) |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | $0.00 | 11/15/2020 | | M | | | 1540 | (5) | (5) | Common Stock | 1540 | $0.00 | 3080 | D | |
Restricted Stock Units | $0.00 | 11/15/2020 | | M | | | 589 | (6) | (6) | Common Stock | 589 | $0.00 | 4125 | D | |
Restricted Stock Units | $0.00 | 11/15/2020 | | M | | | 665 | (7) | (7) | Common Stock | 665 | $0.00 | 6649 | D | |
Restricted Stock Units | $0.00 | 11/15/2020 | | M | | | 1999 | (8) | (8) | Common Stock | 1999 | $0.00 | 27992 | 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 $55.0001 to $55.82. 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 $56.03 to $56.19. 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) | Shares are beneficially owned directly by Mark J. Sachleben & Lynda F. Sullivan, Trustees of the Sachleben Sullivan Living Trust dated August 22, 2012, of which the Reporting Person is a Trustee. |
(5) | Represents Restricted Stock Units ("RSUs"). The RSUs 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. |
(6) | Represents Restricted Stock Units ("RSUs"). The RSUs 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. |
(7) | Represents Restricted Stock Units ("RSUs"). The RSUs vest in equal quarterly installments from May 15, 2019 (the "2019 Vesting Start Date") until the fourth anniversary of the 2019 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. |
(8) | Represents Restricted Stock Units ("RSUs"). The RSUs vest in equal quarterly installments from May 15, 2020 (the "2020 Vesting Start Date") until the fourth anniversary of the 2020 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sachleben Mark C/O NEW RELIC, INC. 188 SPEAR STREET, STE. 1000 SAN FRANCISCO, CA 94105 |
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| Chief Financial Officer |
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Signatures
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Mark Sachleben, by /s/ Ron A. Metzger, Attorney-in-Fact | | 11/17/2020 |
**Signature of Reporting Person | Date |
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