SC 13G

0001193125-15-043606.txt : 20150211 0001193125-15-043606.hdr.sgml : 20150211 20150211124606 ACCESSION NUMBER: 0001193125-15-043606 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150211 DATE AS OF CHANGE: 20150211 GROUP MEMBERS: AUGUSTUS O. TAI GROUP MEMBERS: FRED WANG GROUP MEMBERS: LAWRENCE K. ORR GROUP MEMBERS: NOEL J. FENTON GROUP MEMBERS: PATRICIA E. NAKACHE GROUP MEMBERS: TRINITY IX ENTREPRENEURS FUND, L.P. GROUP MEMBERS: TRINITY IX SIDE-BY-SIDE FUND, L.P. GROUP MEMBERS: TRINITY TVL IX, LLC GROUP MEMBERS: TVL MANAGEMENT CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW RELIC INC CENTRAL INDEX KEY: 0001448056 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 262017431 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88627 FILM NUMBER: 15598183 BUSINESS ADDRESS: STREET 1: 188 SPEAR STREET, STE. 1200 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 650-777-7600 MAIL ADDRESS: STREET 1: 188 SPEAR STREET, STE. 1200 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRINITY VENTURES IX L P CENTRAL INDEX KEY: 0001335515 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3000 SAND HILL RD STREET 2: BUILDING 4 SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-9500 MAIL ADDRESS: STREET 1: 3000 SAND HILL RD STREET 2: BUILDING 4 SUITE 160 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 d869625dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),

(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2

(Amendment No. ) *

New Relic, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

64829B 10 0

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP NO. 64829B 10 0		13 G		Page 2 of 16 Pages


1	NAMES OF REPORTING PERSONS Trinity TVL IX, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 5,583,723 shares of Common Stock (2)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 5,583,723 shares of Common Stock (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,583,723 shares of Common Stock (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.1% (3)
12	TYPE OF REPORTING PERSON* OO

(1)

This Statement on Schedule 13G is filed by Trinity TVL IX, LLC (“Trinity TVL IX”), TVL Management Corporation (“TVL Management”), Trinity Ventures IX, L.P. (“Trinity IX”), Trinity IX Entrepreneurs’ Fund, L.P. (“TEF IX”), Trinity IX Side-By-Side Fund, L.P. (“Trinity SBS IX”), Lawrence K. Orr (“Orr”), Noel J. Fenton (“Fenton”), Fred Wang (“Wang”), Augustus O. Tai (“Tai”) and Patricia E. Nakache (“Nakache,” and collectively with Trinity TVL IX, TVL Management, Trinity IX, TEF IX, Trinity SBS IX, Orr, Fenton, Wang and Tai referred to herein as, the “Reporting Persons”). Trinity TVL IX serves as the sole General Partner of Trinity IX, TEF IX and Trinity SBS IX. As such, Trinity TVL IX possesses power to direct the voting and disposition of the shares owned by Trinity IX, TEF IX and Trinity SBS IX and may be deemed to have indirect beneficial ownership of the shares held by Trinity IX, TEF IX and Trinity SBS IX. Orr, Fenton, Wang, Tai and Nakache serve as Officers of TVL Management and Orr, Fenton, Wang, Tai, Nakache and TVL Management are Managing Members of Trinity TVL IX. As such, Orr, Fenton, Wang, Tai and Nakache share power to direct the voting and disposition of the shares owned by Trinity IX, TEF IX and Trinity SBS IX and may be deemed to have indirect beneficial ownership of the shares held by Trinity IX, TEF IX and Trinity SBS IX. Trinity TVL IX, Orr, Fenton, Wang, Tai, Nakache and TVL Management own no securities of the Issuer directly. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	The 5,583,723 shares of Common Stock beneficially owned by the Reporting Persons represent (i) 5,434,232 shares of Common Stock held directly by Trinity IX, (ii) 84,978 shares of Common Stock held directly by TEF IX and (iii) 64,513 shares of Common Stock held directly by Trinity SBS IX.

(3)	The percentage is based on 46,045,775 shares of Common Stock reported to be outstanding in the Issuer’s Form 424B4 as filed with the Securities and Exchange Commission on December 12, 2014.


CUSIP NO. 64829B 10 0		13 G		Page 3 of 16 Pages


1	NAMES OF REPORTING PERSONS Trinity Ventures IX, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 5,583,723 shares of Common Stock (2)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 5,583,723 shares of Common Stock (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,583,723 shares of Common Stock (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.1% (3)
12	TYPE OF REPORTING PERSON* PN

(1)	This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	The 5,583,723 shares of Common Stock beneficially owned by the Reporting Persons represent (i) 5,434,232 shares of Common Stock held directly by Trinity IX, (ii) 84,978 shares of Common Stock held directly by TEF IX and (iii) 64,513 shares of Common Stock held directly by Trinity SBS IX.

(3)	The percentage is based on 46,045,775 shares of Common Stock reported to be outstanding in the Issuer’s Form 424B4 as filed with the Securities and Exchange Commission on December 12, 2014.


CUSIP NO. 64829B 10 0		13 G		Page 4 of 16 Pages


1	NAMES OF REPORTING PERSONS Trinity IX Entrepreneurs’ Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 5,583,723 shares of Common Stock (2)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 5,583,723 shares of Common Stock (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,583,723 shares of Common Stock (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.1% (3)
12	TYPE OF REPORTING PERSON* PN

(1)	This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	The 5,583,723 shares of Common Stock beneficially owned by the Reporting Persons represent (i) 5,434,232 shares of Common Stock held directly by Trinity IX, (ii) 84,978 shares of Common Stock held directly by TEF IX and (iii) 64,513 shares of Common Stock held directly by Trinity SBS IX.

(3)	The percentage is based on 46,045,775 shares of Common Stock reported to be outstanding in the Issuer’s Form 424B4 as filed with the Securities and Exchange Commission on December 12, 2014.


CUSIP NO. 64829B 10 0		13 G		Page 5 of 16 Pages


1	NAMES OF REPORTING PERSONS Trinity IX Side-By-Side Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 5,583,723 shares of Common Stock (2)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 5,583,723 shares of Common Stock (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,583,723 shares of Common Stock (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.1% (3)
12	TYPE OF REPORTING PERSON* PN

(1)	This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	The 5,583,723 shares of Common Stock beneficially owned by the Reporting Persons represent (i) 5,434,232 shares of Common Stock held directly by Trinity IX, (ii) 84,978 shares of Common Stock held directly by TEF IX and (iii) 64,513 shares of Common Stock held directly by Trinity SBS IX.

(3)	The percentage is based on 46,045,775 shares of Common Stock reported to be outstanding in the Issuer’s Form 424B4 as filed with the Securities and Exchange Commission on December 12, 2014.


CUSIP NO. 64829B 10 0		13 G		Page 6 of 16 Pages


1	NAMES OF REPORTING PERSONS TVL Management Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 5,583,723 shares of Common Stock (2)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 5,583,723 shares of Common Stock (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,583,723 shares of Common Stock (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.1% (3)
12	TYPE OF REPORTING PERSON* OO

(1)	This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	The 5,583,723 shares of Common Stock beneficially owned by the Reporting Persons represent (i) 5,434,232 shares of Common Stock held directly by Trinity IX, (ii) 84,978 shares of Common Stock held directly by TEF IX and (iii) 64,513 shares of Common Stock held directly by Trinity SBS IX.

(3)	The percentage is based on 46,045,775 shares of Common Stock reported to be outstanding in the Issuer’s Form 424B4 as filed with the Securities and Exchange Commission on December 12, 2014.


CUSIP NO. 64829B 10 0		13 G		Page 7 of 16 Pages


1	NAMES OF REPORTING PERSONS Lawrence K. Orr
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 5,583,723 shares of Common Stock (2)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 5,583,723 shares of Common Stock (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,583,723 shares of Common Stock (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.1% (3)
12	TYPE OF REPORTING PERSON* IN

(1)	This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	The 5,583,723 shares of Common Stock beneficially owned by the Reporting Persons represent (i) 5,434,232 shares of Common Stock held directly by Trinity IX, (ii) 84,978 shares of Common Stock held directly by TEF IX and (iii) 64,513 shares of Common Stock held directly by Trinity SBS IX.

(3)	The percentage is based on 46,045,775 shares of Common Stock reported to be outstanding in the Issuer’s Form 424B4 as filed with the Securities and Exchange Commission on December 12, 2014.


CUSIP NO. 64829B 10 0		13 G		Page 8 of 16 Pages


1	NAMES OF REPORTING PERSONS Noel J. Fenton
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 5,583,723 shares of Common Stock (2)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 5,583,723 shares of Common Stock (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,583,723 shares of Common Stock (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.1% (3)
12	TYPE OF REPORTING PERSON* IN

(1)	This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	The 5,583,723 shares of Common Stock beneficially owned by the Reporting Persons represent (i) 5,434,232 shares of Common Stock held directly by Trinity IX, (ii) 84,978 shares of Common Stock held directly by TEF IX and (iii) 64,513 shares of Common Stock held directly by Trinity SBS IX.

(3)	The percentage is based on 46,045,775 shares of Common Stock reported to be outstanding in the Issuer’s Form 424B4 as filed with the Securities and Exchange Commission on December 12, 2014.


CUSIP NO. 64829B 10 0		13 G		Page 9 of 16 Pages


1	NAMES OF REPORTING PERSONS Fred Wang
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 5,583,723 shares of Common Stock (2)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 5,583,723 shares of Common Stock (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,583,723 shares of Common Stock (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.1% (3)
12	TYPE OF REPORTING PERSON* IN

(1)	This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	The 5,583,723 shares of Common Stock beneficially owned by the Reporting Persons represent (i) 5,434,232 shares of Common Stock held directly by Trinity IX, (ii) 84,978 shares of Common Stock held directly by TEF IX and (iii) 64,513 shares of Common Stock held directly by Trinity SBS IX.

(3)	The percentage is based on 46,045,775 shares of Common Stock reported to be outstanding in the Issuer’s Form 424B4 as filed with the Securities and Exchange Commission on December 12, 2014.


CUSIP NO. 64829B 10 0		13 G		Page 10 of 16 Pages


1	NAMES OF REPORTING PERSONS Augustus O. Tai
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 5,583,723 shares of Common Stock (2)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 5,583,723 shares of Common Stock (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,583,723 shares of Common Stock (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.1% (3)
12	TYPE OF REPORTING PERSON* IN

(1)	This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	The 5,583,723 shares of Common Stock beneficially owned by the Reporting Persons represent (i) 5,434,232 shares of Common Stock held directly by Trinity IX, (ii) 84,978 shares of Common Stock held directly by TEF IX and (iii) 64,513 shares of Common Stock held directly by Trinity SBS IX.

(3)	The percentage is based on 46,045,775 shares of Common Stock reported to be outstanding in the Issuer’s Form 424B4 as filed with the Securities and Exchange Commission on December 12, 2014.


CUSIP NO. 64829B 10 0		13 G		Page 11 of 16 Pages


1	NAMES OF REPORTING PERSONS Patricia E. Nakache
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 5,583,723 shares of Common Stock (2)
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 5,583,723 shares of Common Stock (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,583,723 shares of Common Stock (2)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.1% (3)
12	TYPE OF REPORTING PERSON* IN

(1)	This Statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	The 5,583,723 shares of Common Stock beneficially owned by the Reporting Persons represent (i) 5,434,232 shares of Common Stock held directly by Trinity IX, (ii) 84,978 shares of Common Stock held directly by TEF IX and (iii) 64,513 shares of Common Stock held directly by Trinity SBS IX.

(3)	The percentage is based on 46,045,775 shares of Common Stock reported to be outstanding in the Issuer’s Form 424B4 as filed with the Securities and Exchange Commission on December 12, 2014.

Introductory Note: This statement on Schedule 13G is filed by the Reporting Persons with the Securities and Exchange Commission in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of New Relic, Inc., a Delaware corporation (the “Issuer”).

Item 1

New Relic, Inc.

188 Spear Street, Suite 1200

San Francisco, California 94105.

Item 2

(a)	Name of Reporting Persons Filing:

Trinity TVL IX, LLC (“Trinity TVL IX”)

Trinity Ventures IX, L.P. (“Trinity IX”)

Trinity IX Entrepreneurs’ Fund, L.P. (“TEF IX”)

Trinity IX Side-By-Side Fund, L.P. (“Trinity SBS IX”)

TVL Management Corporation (“TVL Management”)

Lawrence K. Orr (“Orr”)

Noel J. Fenton (“Fenton”)

Fred Wang (“Wang)

Augustus O. Tai (“Tai”)

10.

Patricia E. Nakache (“Nakache”)


(b) Address of Principal Business Office:				c/o Trinity Ventures
				2480 Sand Hill Road, Suite 200
				Menlo Park, California 94025

Citizenship:


Trinity TVL IX		Delaware
Trinity IX		Delaware
TEF IX		Delaware
Trinity SBS IX		Delaware
TVL Management		Delaware
Orr		United States of America
Fenton		United States of America
Wang		United States of America
Tai		United States of America
Nakache		United States of America


(d) Title of Class of Securities:				Common Stock

(e) CUSIP Number:				64829B 10 0

Item 3

Not applicable.

Item 4

Ownership.

The following information with respect to the beneficial ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2014:


Reporting Persons	Shares Held Directly (1)		Sole Voting Power (1)		Shared Voting Power (1)		Sole Dispositive Power (1)		Shared Dispositive Power (1)		Beneficial Ownership (1)		Percentage of Class (1, 3)
Trinity IX		5,434,232		0		5,583,723		0		5,583,723		5,583,723		12.1	%
TEF IX		84,978		0		5,583,723		0		5,583,723		5,583,723		12.1	%
Trinity SBS IX		64,513		0		5,583,723		0		5,583,723		5,583,723		12.1	%
Trinity TVL IX (2)		0		0		5,583,723		0		5,583,723		5,583,723		12.1	%
TVL Management (2)		0		0		5,583,723		0		5,583,723		5,583,723		12.1	%
Orr (2)		0		0		5,583,723		0		5,583,723		5,583,723		12.1	%
Fenton (2)		0		0		5,583,723		0		5,583,723		5,583,723		12.1	%
Wang (2)		0		0		5,583,723		0		5,583,723		5,583,723		12.1	%
Tai (2)		0		0		5,583,723		0		5,583,723		5,583,723		12.1	%
Nakache (2)		0		0		5,583,723		0		5,583,723		5,583,723		12.1	%

(1)	Represents shares of Common Stock of the Issuer held directly by the Reporting Person.

(2)

The shares are held directly by Trinity IX, TEF IX and Trinity SBS IX. Trinity TVL IX serves as the sole General Partner of Trinity IX, TEF IX and Trinity SBS IX. As such, Trinity TVL IX possesses power to direct the voting and disposition of the shares owned by Trinity IX, TEF IX and Trinity SBS IX and may be deemed to have indirect beneficial ownership of the shares held by Trinity IX, TEF IX and Trinity SBS IX. Orr, Fenton, Wang, Tai and Nakache serve as Officers of TVL Management and Orr, Fenton, Wang, Tai, Nakache and TVL Management are Managing Members of Trinity TVL IX. As such, Orr, Fenton, Wang, Tai and Nakache share power to direct the voting and disposition of the shares owned by Trinity IX, TEF IX and Trinity SBS IX and may be deemed to have indirect beneficial ownership of the shares held by Trinity IX, TEF IX and Trinity SBS IX. Trinity TVL IX, Orr, Fenton, Wang, Tai, Nakache and TVL Management own no securities of the Issuer directly.

(3)	The percentage is based on 46,045,775 shares of Common Stock reported to be outstanding in the Issuer’s Form 424B4 as filed with the Securities and Exchange Commission on December 12, 2014.

Item 5

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. ¨

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8

Identification and Classification of Members of the Group.

Not applicable.

Item 9

Notice of Dissolution of Group.

Not applicable.

Item 10

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the attached statement on Schedule 13G is true, complete and correct.

Dated: February 10, 2015


TRINITY VENTURES IX, L.P.
By its General Partner, Trinity TVL IX, LLC

By:		/s/ Lawrence K. Orr
		Lawrence K. Orr, Managing Member

TRINITY IX SIDE-BY-SIDE FUND, L.P.
By its General Partner, Trinity TVL IX, LLC

By:		/s/ Lawrence K. Orr
		Lawrence K. Orr, Managing Member

TRINITY IX ENTREPRENEURS’ FUND, L.P.
By its General Partner, Trinity TVL IX, LLC

By:		/s/ Lawrence K. Orr
		Lawrence K. Orr, Managing Member

TRINITY TVL IX, LLC

By:		/s/ Lawrence K. Orr
		Lawrence K. Orr, Managing Member

TVL MANAGEMENT CORPORATION

By:		/s/ Lawrence K. Orr
		Lawrence K. Orr, Director

/s/ Lawrence K. Orr
Lawrence K. Orr

/s/ Noel J. Fenton
Noel J. Fenton

/s/ Fred Wang
Fred Wang

/s/ Augustus O. Tai
Augustus O. Tai

/s/ Patricia E. Nakache
Patricia E. Nakache

Exhibit:

A:	Joint Filing Statement

Exhibit A


CUSIP No. 64829B 10 0		13G

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached statement on Schedule 13G relating to the Common Stock of New Relic, Inc. is filed on behalf of each of us.

Dated: February 10, 2015


TRINITY VENTURES IX, L.P.
By its General Partner, Trinity TVL IX, LLC

By:		/s/ Lawrence K. Orr
		Lawrence K. Orr, Managing Member

TRINITY IX SIDE-BY-SIDE FUND, L.P.
By its General Partner, Trinity TVL IX, LLC

By:		/s/ Lawrence K. Orr
		Lawrence K. Orr, Managing Member

TRINITY IX ENTREPRENEURS’ FUND, L.P.
By its General Partner, Trinity TVL IX, LLC

By:		/s/ Lawrence K. Orr
		Lawrence K. Orr, Managing Member

TRINITY TVL IX, LLC

By:		/s/ Lawrence K. Orr
		Lawrence K. Orr, Managing Member

TVL MANAGEMENT CORPORATION

By:		/s/ Lawrence K. Orr
		Lawrence K. Orr, Director

/s/ Lawrence K. Orr
Lawrence K. Orr

/s/ Noel J. Fenton
Noel J. Fenton

/s/ Fred Wang
Fred Wang

/s/ Augustus O. Tai
Augustus O. Tai

/s/ Patricia E. Nakache
Patricia E. Nakache