Statement of Changes in Beneficial Ownership (4)
May 17 2023 - 6:04PM
Edgar (US Regulatory)
FORM 4
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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).
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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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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
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Lloyd Thomas J. |
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 Legal Officer, Corp Secy |
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(Last)
(First)
(Middle)
C/O NEW RELIC, INC., 188 SPEAR STREET, STE. 1000 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/15/2023 |
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(Street)
SAN FRANCISCO, CA 94105 |
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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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 | 5/15/2023 | | M | | 412 | A | $0 | 4547 | D | |
| Common Stock | 5/15/2023 | | M | | 950 | A | $0 | 5497 | D | |
| Common Stock | 5/15/2023 | | M | | 256 | A | $0 | 5753 | D | |
| Common Stock | 5/15/2023 | | M | | 533 | A | $0 | 6286 | D | |
| Common Stock | 5/15/2023 | | M | | 1226 | A | $0 | 7512 | D | |
| Common Stock | 5/15/2023 | | M | | 105 | A | $0 | 7617 | D | |
| Common Stock | 5/15/2023 | | M | | 297 | A | $0 | 7914 | D | |
| Common Stock | 5/16/2023 | | S | | 2544 (1) | D | $74.90 (2) | 5370 | D | |
| Common Stock | 5/16/2023 | | S | | 50 (1) | D | $75.36 | 5320 | D | |
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 | $0.0 | 5/15/2023 | | M | | | 105 | (3) | (3) | Common Stock | 105.0 | $0 | 0 | D | |
| Restricted Stock Units | $0.0 | 5/15/2023 | | M | | | 297 | (4) | (4) | Common Stock | 297.0 | $0 | 594 | D | |
| Restricted Stock Units | $0.0 | 5/15/2023 | | M | | | 412 | (5) | (5) | Common Stock | 412.0 | $0 | 1647 | D | |
| Restricted Stock Units | $0.0 | 5/15/2023 | | M | | | 950 | (6) | (6) | Common Stock | 950.0 | $0 | 7600 | D | |
| Restricted Stock Units | $0.0 | 5/15/2023 | | M | | | 256 | (7) | (7) | Common Stock | 256.0 | $0 | 257 | D | |
| Restricted Stock Units | $0.0 | 5/15/2023 | | M | | | 533 | (8) | (8) | Common Stock | 533.0 | $0 | 4270 | D | |
| Restricted Stock Units | $0.0 | 5/15/2023 | | M | | | 1226 | (9) | (9) | Common Stock | 1226.0 | $0 | 11032 | 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 $74.36 to $75.31. 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) | 1/16 of the units initially subject to the award vest on each quarterly anniversary after May 15, 2019, subject to the Reporting Person's Continuous Service (as defined in the 2014 Equity Incentive Plan) on each such vesting date. |
| (4) | 1/16 of the units initially subject to the award vest on each quarterly anniversary after November 15, 2019, subject to the Reporting Person's Continuous Service (as defined in the 2014 Equity Incentive Plan) on each such vesting date. |
| (5) | 1/16 of the units initially subject to the award vest on each quarterly anniversary after May 15, 2020, subject to the Reporting Person's Continuous Service (as defined in the 2014 Equity Incentive Plan) on each such vesting date. |
| (6) | 1/16 of the units initially subject to the award vest on each quarterly anniversary after May 15, 2021, subject to the Reporting Person's Continuous Service (as defined in the 2014 Equity Incentive Plan) on each such vesting date. |
| (7) | 1/8 of the units initially subject to the award vest on each quarterly anniversary after August 15, 2021, subject to the Reporting Person's Continuous Service (as defined in the 2014 Equity Incentive Plan) on each such vesting date. |
| (8) | 1/12 of the units initially subject to the award vest on each quarterly anniversary after May 15, 2022, subject to the Reporting Person's Continuous Service (as defined in the 2014 Equity Incentive Plan) on each such vesting date. |
| (9) | 1/12 of the units vest on each quarterly anniversary after August 15, 2022, subject to the Reporting Person's Continuous Service (as defined in the 2014 Equity Incentive Plan) on each such vesting date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Lloyd Thomas J.
C/O NEW RELIC, INC.
188 SPEAR STREET, STE. 1000
SAN FRANCISCO, CA 94105 |
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| Chief Legal Officer, Corp Secy |
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Signatures
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| Thomas J. Lloyd, by /s/ Hannah E. Fleek, Attorney-in-Fact | | 5/17/2023 |
| **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 control number. |
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