Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lloyd Thomas J.

(Last)

(First)

(Middle)

C/O NEW RELIC, INC.

188 SPEAR STREET, STE. 1000

(Street)

SAN FRANCISCO

CA

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEW RELIC, INC. [ NEWR ]

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

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	11/08/2023		M⁽¹⁾		38,791	A	⁽¹⁾	45,331	D
COMMON STOCK	11/08/2023		M⁽²⁾		71,941	A	⁽²⁾	117,272	D
COMMON STOCK	11/08/2023		M⁽³⁾		5,717	A	⁽³⁾	122,989	D
COMMON STOCK	11/08/2023		D⁽⁴⁾		122,989	D	⁽⁴⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (RSUs)	⁽¹⁾	11/08/2023		M⁽¹⁾			297	⁽¹⁾	⁽¹⁾	Common Stock	297	⁽¹⁾	0	D
Restricted Stock Units (RSUs)	⁽¹⁾	11/08/2023		M⁽¹⁾			1,236	⁽¹⁾	⁽¹⁾	Common Stock	1,236	⁽¹⁾	0	D
Restricted Stock Units (RSUs)	⁽¹⁾	11/08/2023		M⁽¹⁾			6,650	⁽¹⁾	⁽¹⁾	Common Stock	6,650	⁽¹⁾	0	D
Restricted Stock Units (RSUs)	⁽¹⁾	11/08/2023		M⁽¹⁾			3,736	⁽¹⁾	⁽¹⁾	Common Stock	3,736	⁽¹⁾	0	D
Restricted Stock Units (RSUs)	⁽¹⁾	11/08/2023		M⁽¹⁾			9,806	⁽¹⁾	⁽¹⁾	Common Stock	9,806	⁽¹⁾	0	D
Restricted Stock Units (RSUs)	⁽¹⁾	11/08/2023		M⁽¹⁾			17,066	⁽¹⁾	⁽¹⁾	Common Stock	17,066	⁽¹⁾	0	D
Performance Stock Units (PSUs)	⁽²⁾	11/08/2023		M⁽²⁾			71,941	⁽²⁾	⁽²⁾	Common Stock	71,941	⁽²⁾	0	D
Stock Option (Right to Buy)	⁽³⁾	11/08/2023		M⁽³⁾			8,493	⁽³⁾	⁽³⁾	Common Stock	1,923	⁽³⁾	0	D
Stock Option (Right to Buy)	⁽³⁾	11/08/2023		M⁽³⁾			2,048	⁽³⁾	⁽³⁾	Common Stock	463	⁽³⁾	0	D
Stock Option (Right to Buy)	⁽³⁾	11/08/2023		M⁽³⁾			12,540	⁽³⁾	⁽³⁾	Common Stock	3,331	⁽³⁾	0	D

Explanation of Responses:

1. On November 8, 2023, pursuant to the Agreement and Plan of Merger, dated as of July 30, 2023, (the "Merger Agreement"), by and among Crewline Buyer, Inc., a Delaware corporation ("Parent"), Crewline Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and New Relic, Inc. ("Issuer"), Merger Sub merged with and into Issuer and the separate corporate existence of Merger Sub ceased, with Issuer continuing as the surviving corporation (the "Merger") and a wholly owned subsidiary of Parent, and each outstanding restricted stock unit held by the Reporting Person was converted into the right to receive $87.00 in cash (the "Merger Consideration"), subject to any continued vesting conditions in accordance with the terms of the Merger Agreement.

2. Pursuant to the Merger Agreement, each outstanding vested performance stock unit held by the Reporting Person at the closing of the Merger was cancelled and converted into the right to receive the Merger Consideration.

3. Pursuant to the Merger Agreement, each outstanding vested option to purchase shares of common stock of Issuer held by the Reporting Person was cancelled and converted into the right to receive a cash payment for each share underlying stock option equal to the difference between the Merger Consideration and the exercise price per share.

4. Pursuant to the Merger Agreement, each outstanding share of common stock held by the Reporting Person was cancelled and converted into the right to receive the Merger Consideration.

	Thomas J. Lloyd, by /s/ Lauren Walz, Attorney-in-Fact	11/10/2023
	** 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.
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