Sachleben Mark Form 4 NEW RELIC / Mark Sachleben 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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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^*

Sachleben Mark

(Last) (First) (Middle)

C/O NEW RELIC, INC.

188 SPEAR STREET, STE. 1000

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2022

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	05/15/2022		M		589	A	$0	589	D
Common Stock	05/15/2022		M		665	A	$0	1,254	D
Common Stock	05/15/2022		M		2,000	A	$0	3,254	D
Common Stock	05/15/2022		M		2,268	A	$0	5,522	D
Common Stock	05/16/2022		S		2,900(1)	D	$43.31(2)	2,622	D
Common Stock	05/16/2022		S		50(1)	D	$44(3)	2,572	D
Common Stock	05/16/2022		G	V	2,572	D	$0	0	D
Common Stock	05/16/2022		G	V	2,572	A	$0	407,326	I	By Trust(4)

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	$0.0	05/15/2022		M			589	(5)	(5)	Common Stock	589	$0	590	D
Restricted Stock Units	$0.0	05/15/2022		M			665	(6)	(6)	Common Stock	665	$0	2,660	D
Restricted Stock Units	$0.0	05/15/2022		M			2,000	(7)	(7)	Common Stock	2,000	$0	15,995	D
Restricted Stock Units	$0.0	05/15/2022		M			2,268	(8)	(8)	Common Stock	2,268	$0	27,212	D
Restricted Stock Units	$0.0	05/16/2022		A		16,420		(9)	(9)	Common Stock	16,420	$0	16,420	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 ranging from $42.98 to $43.82 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. The shares were sold at prices ranging from $44.00 to $44.23. 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. Shares are beneficially owned directly by Mark J. Sachleben & Lynda F. Sullivan, Trustees of the Sachleben Sullivan Living Trust dated August 22, 2012, of which the Reporting Person is a Trustee.

5. Represents Restricted Stock Units ("RSUs"). The RSUs vest in equal quarterly installments from August 15, 2018 (the "2018 Vesting Start Date") until the fourth anniversary of the 2018 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. Represents Restricted Stock Units ("RSUs"). The RSUs 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.

7. Represents Restricted Stock Units ("RSUs"). The RSUs vest in equal quarterly installments from May 15, 2020 (the "2020 Vesting Start Date") until the fourth anniversary of the 2020 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. Represents Restricted Stock Units ("RSUs"). The RSUs vest in equal quarterly installments from May 15, 2021 (the "2021 Vesting Start Date") until the fourth anniversary of the 2021 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. Represents Restricted Stock Units ("RSUs"). 1/4 of the RSUs vest in equal quarterly installments from May 15, 2022 (the "2022 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:

	Mark Sachleben, by /s/ Hannah E. Fleek, Attorney-in-Fact	05/17/2022
	** 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).
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