Edgar Filing: Schultz Erica

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Schultz Erica

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 Revenue Officer

(Last)

(First)

(Middle)

C/O NEW RELIC, INC., 188 SPEAR STREET, STE. 1200

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2019

(Street)

SAN FRANCISCO, CA 94105

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	02/15/2019		M		1,235	A	$ 0	25,361 ⁽¹⁾	D
Common Stock	02/15/2019		M		549	A	$ 0	25,910	D
Common Stock	02/15/2019		M		182	A	$ 0	26,092	D
Common Stock	02/15/2019		M		917	A	$ 0	27,009	D
Common Stock	02/15/2019		M		616	A	$ 0	27,625	D
Common Stock	02/15/2019		M		182	A	$ 0	27,807	D
Common Stock	02/19/2019		S		1,276 ⁽²⁾	D	$ 106.8907 ⁽³⁾	26,531	D
Common Stock	02/20/2019		S		2,405	D	$ 105.65	24,126	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0

02/15/2019

1,235

⁽⁴⁾

05/14/2028

Common Stock

1,235

$ 0

16,051

Restricted Stock Units

$ 0

02/15/2019

549

⁽⁵⁾

05/14/2025

Common Stock

549

$ 0

550

Restricted Stock Units

$ 0

02/15/2019

182

⁽⁶⁾

08/16/2025

Common Stock

182

$ 0

364

Restricted Stock Units

$ 0

02/15/2019

917

⁽⁷⁾

05/14/2026

Common Stock

917

$ 0

4,586

Restricted Stock Units

$ 0

02/15/2019

616

⁽⁸⁾

05/14/2027

Common Stock

616

$ 0

5,544

Restricted Stock Units

$ 0

02/15/2019

182

⁽⁹⁾

11/14/2027

Common Stock

182

$ 0

1,998

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Schultz Erica C/O NEW RELIC, INC. 188 SPEAR STREET, STE. 1200 SAN FRANCISCO, CA 94105			Chief Revenue Officer

Signatures

Erica Schultz, by /s/ Ron A. Metzger, Attorney-in-Fact		02/20/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 245 shares acquired on February 14, 2019 under the Issuer's Employee Stock Purchase Plan.
(2)	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.
(3)	The shares were sold at prices between $106.64 and $107.03. 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)	Represents Restricted Stock Units ("RSUs"). The RSUs will vest in equal quarterly installments from May 15, 2018 (the "Vesting Start Date") until the fourth anniversary of the 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.
(5)	25% of the shares underlying the RSUs shall vest on the first anniversary of May 15, 2015 (the "Vesting Start Date") and the remainder of the shares underlying the RSUs shall vest in equal quarterly installments thereafter.
(6)	25% of the shares underlying the RSUs shall vest on the first anniversary of August 15, 2015 (the "Vesting Start Date") and the remainder of the shares underlying the RSUs shall vest in equal quarterly installments thereafter.
(7)	6.25% of the units vest on each quarterly anniversary after May 15, 2016.
(8)	6.25% of the units vest on each quarterly anniversary after May 15, 2017.
(9)	6.25% of the units vest on each quarterly anniversary after November 15, 2017.

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