Patricia Nakache Form 4 NEW RELIC / AJAY CHOPRA 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

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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).

1. Name and Address of Reporting Person^*

Trinity TVL IX, LLC

(Last) (First) (Middle)

C/O TRINITY VENTURES

2480 SAND HILL RD., STE. 200

(Street)

MENLO PARK CA 94025

(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
	Officer (give title below)	X	Other (specify below)
Exiting 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2016

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

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

	Form filed by One Reporting Person
X	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	01/05/2016		J(1)(2)		4,248	D	$0.00	72,234	I	Trinity IX Entrepreneurs' Fund, L.P.(3)(4)
Common Stock	01/05/2016		J(1)(2)		3,225	D	$0.00	54,838	I	Trinity IX Side-By-Side Fund, L.P.(4)(5)
Common Stock	01/05/2016		J(1)(2)		271,711	D	$0.00	4,619,099	I	Trinity Ventures IX, L.P.(4)(6)
Common Stock	01/05/2016		J(1)		47,483	A	$0.00	47,483	I	Trinity TVL IX, LLC(4)(7)
Common Stock	01/05/2016		J(2)(8)		47,483	D	$0.00	0	I	Trinity TVL IX, LLC(4)(7)

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

1. Name and Address of Reporting Person^*

Trinity TVL IX, LLC

(Last) (First) (Middle)

C/O TRINITY VENTURES

2480 SAND HILL RD., STE. 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fenton Noel J

(Last) (First) (Middle)

C/O TRINITY VENTURES

2480 SAND HILL ROAD, STE. 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Nakache Patricia

(Last) (First) (Middle)

C/O TRINITY VENTURES

2480 SAND HILL ROAD, STE. 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ORR LAWRENCE K

(Last) (First) (Middle)

C/O TRINITY VENTURES

2480 SAND HILL ROAD, STE. 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tai Augustus O

(Last) (First) (Middle)

C/O TRINITY VENTURES

2480 SAND HILL ROAD, STE. 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wang Fred

(Last) (First) (Middle)

C/O TRINITY VENTURES

2480 SAND HILL ROAD, STE. 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Trinity IX Entrepreneurs Fund LP

(Last) (First) (Middle)

C/O TRINITY VENTURES

2480 SAND HILL ROAD, STE. 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Trinity IX Side-By-Side Fund, L.P.

(Last) (First) (Middle)

C/O TRINITY VENTURES

2480 SAND HILL ROAD, STE. 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TRINITY VENTURES IX L P

(Last) (First) (Middle)

C/O TRINITY VENTURES

2480 SAND HILL ROAD, STE. 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CHOPRA AJAY

(Last) (First) (Middle)

C/O TRINITY VENTURES

2480 SAND HILL ROAD, STE. 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by the partnerships without consideration to their respective limited partners and, in the case of Trinity IX, its general partner.

2. Transaction pursuant to a 10b5-1 Plan dated September 9, 2015.

3. 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. Messrs. Chopra, Fenton, Orr, Tai and Wang and Ms. Nakache serve as Management Members of Trinity TVL IX and serve as officers of Trinity TVL Management Corp. ("TVL Management") and share voting and dispositive power over the shares held by TEF IX, Trinity SBS IX and Trinity IX.

4. Each 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 his, her or its proportionate pecuniary interest therein.

5. The shares are owned by Trinity SBS IX.

6. The shares are owned by Trinity IX.

7. The shares are owned by Trinity TVL IX.

8. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Trinity TVL IX without consideration to its members.

Remarks:

See Form 4 for TVL Management Corp. for additional members of this joint filing.

	/s/ Lawrence K. Orr, its Management Member	01/07/2016
	/s/ Noel J. Fenton	01/07/2016
	/s/ Patricia E. Nakache	01/07/2016
	/s/ Lawrence K. Orr	01/07/2016
	/s/ Augustus O. Tai	01/07/2016
	/s/ Fred Wang	01/07/2016
	By: Trinity TVL IX, LLC, a Delaware limited liability company, its General Partner, By: /s/ Lawrence K. Orr, its: Management Member	01/07/2016
	By: Trinity TVL IX, LLC, a Delaware limited liability company, its General Partner, By: /s/ Lawrence K. Orr, its: Management Member	01/07/2016
	By: Trinity TVL IX, LLC, a Delaware limited liability company, its General Partner, By: /s/ Lawrence K. Orr, its Management Member	01/07/2016
	/s/ Ajay Chopra	01/07/2016
	** Signature of Reporting Person	Date
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