Edgar Filing: Schultz Erica

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Schultz Erica

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

(Last)

(First)

(Middle)

C/O NEW RELIC, INC., 188 SPEAR STREET, STE. 1200

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2018

(Street)

SAN FRANCISCO, CA 94105

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2018		M		1,800	A	$ 16.93	22,327	D
Common Stock	05/15/2018		S		1,800 ⁽¹⁾	D	$ 87.07	20,527	D
Common Stock	05/15/2018		M		550	A	$ 0	21,077	D
Common Stock	05/15/2018		M		182	A	$ 0	21,259	D
Common Stock	05/15/2018		M		917	A	$ 0	22,176	D
Common Stock	05/15/2018		M		616	A	$ 0	22,792	D
Common Stock	05/15/2018		M		182	A	$ 0	22,974	D
Common Stock	05/16/2018		M		1,188 ⁽²⁾	D	$ 89.4255	21,786	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 16.93

05/15/2018

1,800

⁽³⁾

05/15/2024

Common Stock

1,800

$ 0

49,682

Restricted Stock Units

$ 0

05/15/2018

19,755

⁽⁴⁾

05/14/2028

Common Stock

19,755

$ 0

19,755

Stock Option (Right to Buy)

$ 86.91

05/15/2018

44,552

⁽⁵⁾

05/14/2028

Common Stock

44,552

$ 0

44,552

Restricted Stock Units

$ 0

05/15/2018

550

⁽⁶⁾

05/14/2025

Common Stock

550

$ 0

2,198

Restricted Stock Units

$ 0

05/15/2018

182

⁽⁷⁾

08/16/2025

Common Stock

182

$ 0

909

Restricted Stock Units

$ 0

05/15/2018

917

⁽⁸⁾

05/14/2026

Common Stock

917

$ 0

7,337

Restricted Stock Units

$ 0

05/15/2018

616

⁽⁹⁾

05/14/2027

Common Stock

616

$ 0

7,392

Restricted Stock Units

$ 0

05/15/2018

182

⁽¹⁰⁾

11/14/2027

Common Stock

182

$ 0

2,543

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Schultz Erica C/O NEW RELIC, INC. 188 SPEAR STREET, STE. 1200 SAN FRANCISCO, CA 94105			Chief Revenue Officer

Signatures

Erica Schultz, by /s/ Ron A. Metzger, Attorney-in-Fact		05/16/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares sold pursuant to a 10b5-1 trading 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)	25% of the shares subject to the option vested on the first anniversary of April 2, 2014, and the remainder vest in equal monthly installments thereafter.
(4)	The RSUs 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.
(5)	The Stock Option Grant will vest in equal monthly installments from April 1, 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.
(6)	25% of the shares underlying the RSUs shall vest on the first anniversary of May 15, 2015 (the "Vesting Start Date") and the remainder of the shares underlying the RSUs shall vest in equal quarterly installments thereafter.
(7)	25% of the shares underlying the RSUs shall vest on the first anniversary of August 15, 2015 (the "Vesting Start Date") and the remainder of the shares underlying the RSUs shall vest in equal quarterly installments thereafter.
(8)	6.25% of the units vest on each quarterly anniversary after May 15, 2016.
(9)	6.25% of the units vest on each quarterly anniversary after May 15, 2017.
(10)	6.25% of the units vest on each quarterly anniversary after November 15, 2017.

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