Sec Form 5 Filing - Wang Fred @ NEW RELIC, INC. - 2015-12-31

FORM 5 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 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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1. Name and Address of Reporting Person Wang Fred 2. Issuer Name and Ticker or Trading Symbol NEW RELIC, INC. [ NEWR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TRINITY VENTURES, 2480 SAND HILL ROAD, STE. 200 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2015 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 11/10/2015 G V 2,200 D $ 0 17,834 I By Trust ( 1 ) Common Stock 76,482 I Trinity IX Entrepreneurs' Fund, L.P. ( 2 ) ( 3 ) Common Stock 58,063 I Trinity IX Side-By-Side Fund, L.P. ( 3 ) ( 4 ) Common Stock 4,890,810 I Trinity Ventures IX, L.P. ( 3 ) ( 5 ) Common Stock 44 I TVL Management Corp. ( 3 ) ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wang Fred C/O TRINITY VENTURES 2480 SAND HILL ROAD, STE. 200 MENLO PARK, CA94025 X Signatures /s/ Fred Wang 02/04/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares held by a family trust (the "Wang Trust"). Mr. Wang is the trustee of the Wang Trust and may be deemed to beneficially own the shares held by the Wang Trust. ( 2 )The shares are owned by Trinity IX Entrepreneurs' Fund, L.P. ("TEF IX") which is under common control with Trinity IX Side-By-Side Fund, L.P. ("Trinity SBS IX") and Trinity Ventures IX, L.P. ("Trinity IX"). Trinity TVL IX, LLC ("Trinity TVL IX") serves as the sole general partner of TEF IX, Trinity SBS IX and Trinity IX. As such, Trinity TVL IX possesses sole voting and investment control over the shares owned by TEF IX, Trinity SBS IX and Trinity IX, and may be deemed to have indirect beneficial ownership of the securities held by TEF IX, Trinity SBS IX and Trinity IX. Trinity TVL IX, however, owns no shares of the Issuer directly. The Reporting Person serves as a Management Member of Trinity TVL IX and serves as an officer of Trinity TVL Management Corp. ("TVL Management") and shares voting and dispositive power over the shares held by TEF IX, Trinity SBS IX and Trinity IX. ( 3 )The Reporting Person disclaims beneficial ownership of the shares held by TEF IX, Trinity SBS IX, Trinity IX, Trinity TVL IX and TVL Management except to the extent of her proportionate pecuniary interest therein. ( 4 )The shares are owned by Trinity SBS IX. ( 5 )The shares are owned by Trinity IX. ( 6 )The shares are owned by TVL Management.

Remarks: As of January 5, 2016, the Reporting Person ceased to beneficially own more than 10% of the Issuer's Common Stock and therefore is no longersubject to Section 16 reporting.

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).

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