Sec Form 4 Filing - Schulman Robin @ NEW RELIC, INC. - 2017-11-15

Insider filing report for Changes in Beneficial Ownership
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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
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
Schulman Robin
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)
VP, General Counsel /Secretary
(Last) (First) (Middle)
C/O NEW RELIC, INC., 188 SPEAR STREET, STE. 1200
3. Date of Earliest Transaction (MM/DD/YY)
11/15/2017
(Street)
SAN FRANCISCO, CA94105
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 11/15/2017 M 530 A $ 0 1,107 D
Common Stock 11/15/2017 M 917 A $ 0 2,024 D
Common Stock 11/15/2017 M 385 A $ 0 2,409 D
Common Stock 11/15/2017 M 1,109 A $ 30.71 3,518 D
Common Stock 11/15/2017 S 1,109 ( 1 ) D $ 53.83 2,409 D
Common Stock 11/16/2017 S 688 ( 2 ) D $ 55.4261 ( 3 ) 1,721 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 (MM/DD/YY) 3 A. 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
Restricted Stock Units $ 0 11/15/2017 M 530 ( 4 ) ( 4 ) Common Stock 530 $ 0 6,879 D
Restricted Stock Units $ 0 11/15/2017 M 917 ( 5 ) ( 5 ) Common Stock 917 $ 0 9,171 D
Restricted Stock Units $ 0 11/15/2017 M 385 ( 6 ) ( 6 ) Common Stock 385 $ 0 5,390 D
Stock Option (Right to Buy) $ 30.71 11/15/2017 M 1,109 ( 7 ) 05/14/2025 Common Stock 1,109 $ 0 14,384 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schulman Robin
C/O NEW RELIC, INC.
188 SPEAR STREET, STE. 1200
SAN FRANCISCO, CA94105
VP, General Counsel /Secretary
Signatures
Robin Schulman, by /s/ Ron A. Metzger, Attorney-in-Fact 11/16/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares sold pursuant to a 10b5-1 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 ranging from $55.27 to $55.625. 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 as follows: 10% of the RSUs shall vest on the first anniversary of May 15, 2015 (the "2015 Vesting Start Date"); 3.75% of the RSUs shall vest in equal quarterly installments thereafter until the second anniversary of the 2015 Vesting Start Date; 5.00% of the RSUs shall vest in equal quarterly installments thereafter until the third anniversary of the 2015 Vesting Start Date; and 13.75% of the RSUs shall vest in equal quarterly installments thereafter until the fourth anniversary of the 2015 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 )The RSUs will vest in equal quarterly installments from May 15, 2016 (the "2016 Vesting Start Date") until the fourth anniversary of the 2016 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 )The RSUs will 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.
( 7 )Stock Option Grant will vest as follows: 10% of the shares subject to the option shall vest on the first anniversary of May 15, 2015 (the "Vesting Start Date"); 1.25% of the shares subject to the option shall vest in equal monthly installments thereafter until the second anniversary of the Vesting Start Date; 1.6667% of the shares subject to the option shall vest in equal monthly installments thereafter until the third anniversary of the Vesting Start Date; and 4.5833% of the shares subject to the option shall vest in equal monthly installments thereafter until the fourth anniversary of the Vesting Start Date, in each case subject to the Reporting Person being a Service Provider (as defined in the 2014 Equity Incentive Plan) on such vesting date.

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