Erica Schultz Form 4 NEW RELIC / Erica Schultz ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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

1. Name and Address of Reporting Person^*

Schultz Erica

(Last) (First) (Middle)

C/O NEW RELIC, INC.

188 SPEAR STREET, STE. 1200

(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 Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2019

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/05/2019		G	V	2,124	D	$0.00	22,002	D
Common Stock	08/15/2019		M		182	A	$0.00	22,184	D
Common Stock	08/15/2019		M		917	A	$0.00	23,101	D
Common Stock	08/15/2019		M		616	A	$0.00	23,717	D
Common Stock	08/15/2019		M		182	A	$0.00	23,899	D
Common Stock	08/15/2019		M		1,235	A	$0.00	25,134	D
Common Stock	08/15/2019		M		1,208	A	$0.00	26,342	D
Common Stock	08/16/2019		S		2,154(1)	D	$58.9706(2)	24,188	D
Common Stock	08/19/2019		S		2,186(3)	D	$57.465(4)	22,002	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0.00	08/15/2019		M			182	(5)	08/16/2025	Common Stock	182	$0.00	0	D
Restricted Stock Units	$0.00	08/15/2019		M			917	(6)	05/14/2026	Common Stock	917	$0.00	2,752	D
Restricted Stock Units	$0.00	08/15/2019		M			616	(7)	05/14/2027	Common Stock	616	$0.00	4,312	D
Restricted Stock Units	$0.00	08/15/2019		M			182	(8)	11/14/2027	Common Stock	182	$0.00	1,635	D
Restricted Stock Units	$0.00	08/15/2019		M			1,235	(9)	05/14/2028	Common Stock	1,235	$0.00	13,582	D
Restricted Stock Units	$0.00	08/15/2019		M			1,208	(10)	(10)	Common Stock	1,208	$0.00	18,133	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 between $58.82 and $58.995. 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. Shares sold pursuant to a 10b5-1 trading plan.

4. The shares were sold at prices between $57.45 and $57.50. 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.

5. 25% of the shares underlying the award shall vest on the first anniversary of August 15, 2015 (the "Vesting Start Date") and the remainder of the shares underlying the award shall vest in equal quarterly installments thereafter.

6. The award will vest in equal quarterly installments from May 15, 2016 (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.

7. The award will vest in equal quarterly installments from May 15, 2017 (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.

8. The award will vest in equal quarterly installments from November 15, 2017 (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.

9. The award 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.

10. The award will vest in equal quarterly installments from May 15, 2019 (the "2019 Vesting Start Date") until the fourth anniversary of the 2019 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.

Remarks:

	Erica Schultz, by /s/ Ron A. Metzger, Attorney-in-Fact	08/19/2019
	** 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 Number.