SEC FORM 4

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^*

Trinity TVL XI, LLC

(Last)

(First)

(Middle)

C/O TRINITY VENTURES

2480 SAND HILL RD., STE. 200

(Street)

MENLO PARK

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

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2014

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)
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	12/17/2014		C		257	A	⁽¹⁾	1,063	I	Trinity IX Entrepreneurs' Fund, L.P.⁽²⁾⁽³⁾
Common Stock	12/17/2014		C		70,942	A	⁽¹⁾	72,005	I	Trinity IX Entrepreneurs' Fund, L.P.⁽²⁾⁽³⁾
Common Stock	12/17/2014		C		7,317	A	⁽¹⁾	79,322	I	Trinity IX Entrepreneurs' Fund, L.P.⁽²⁾⁽³⁾
Common Stock	12/17/2014		C		3,238	A	⁽¹⁾	82,560	I	Trinity IX Entrepreneurs' Fund, L.P.⁽²⁾⁽³⁾
Common Stock	12/17/2014		C		2,418	A	⁽¹⁾	84,978	I	Trinity IX Entrepreneurs' Fund, L.P.⁽²⁾⁽³⁾
Common Stock	12/17/2014		C		192	A	⁽¹⁾	779	I	Trinity IX Side-By-Side Fund, L.P.⁽⁴⁾
Common Stock	12/17/2014		C		54,139	A	⁽¹⁾	54,918	I	Trinity IX Side-By-Side Fund, L.P.⁽⁴⁾
Common Stock	12/17/2014		C		5,452	A	⁽¹⁾	60,370	I	Trinity IX Side-By-Side Fund, L.P.⁽⁴⁾
Common Stock	12/17/2014		C		2,381	A	⁽¹⁾	62,751	I	Trinity IX Side-By-Side Fund, L.P.⁽⁴⁾
Common Stock	12/17/2014		C		1,762	A	⁽¹⁾	64,513	I	Trinity IX Side-By-Side Fund, L.P.⁽⁴⁾
Common Stock	12/17/2014		C		16,401	A	⁽¹⁾	68,145	I	Trinity Ventures IX, L.P.⁽⁵⁾
Common Stock	12/17/2014		C		4,542,087	A	⁽¹⁾	4,610,232	I	Trinity Ventures IX, L.P.⁽⁵⁾
Common Stock	12/17/2014		C		465,495	A	⁽¹⁾	5,075,727	I	Trinity Ventures IX, L.P.⁽⁵⁾
Common Stock	12/17/2014		C		203,274	A	⁽¹⁾	5,279,001	I	Trinity Ventures IX, L.P.⁽⁵⁾
Common Stock	12/17/2014		C		155,231	A	⁽¹⁾	5,434,232	I	Trinity Ventures IX, L.P.⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	12/17/2014		C			257	⁽¹⁾	⁽⁶⁾	Common Stock	257	⁽¹⁾	0	I	Trinity IX Entrepreneurs' Fund, L.P.⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	12/17/2014		C			70,942	⁽¹⁾	⁽⁶⁾	Common Stock	70,942	⁽¹⁾	0	I	Trinity IX Entrepreneurs' Fund, L.P.⁽²⁾⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	12/17/2014		C			7,317	⁽¹⁾	⁽⁶⁾	Common Stock	7,317	⁽¹⁾	0	I	Trinity IX Entrepreneurs' Fund, L.P.⁽²⁾⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	12/17/2014		C			3,238	⁽¹⁾	⁽⁶⁾	Common Stock	3,238	⁽¹⁾	0	I	Trinity IX Entrepreneurs' Fund, L.P.⁽²⁾⁽³⁾
Series E Convertible Preferred Stock	⁽¹⁾	12/17/2014		C			2,418	⁽¹⁾	⁽⁶⁾	Common Stock	2,418	⁽¹⁾	0	I	Trinity IX Entrepreneurs' Fund, L.P.⁽²⁾⁽³⁾
Series A Convertible Preferred Stock	⁽¹⁾	12/17/2014		C			192	⁽¹⁾	⁽⁶⁾	Common Stock	192	⁽¹⁾	0	I	Trinity IX Side-By-Side Fund, L.P.⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	12/17/2014		C			54,139	⁽¹⁾	⁽⁶⁾	Common Stock	54,139	⁽¹⁾	0	I	Trinity IX Side-By-Side Fund, L.P.⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	12/17/2014		C			5,452	⁽¹⁾	⁽⁶⁾	Common Stock	5,452	⁽¹⁾	0	I	Trinity IX Side-By-Side Fund, L.P.⁽⁴⁾
Series D Convertible Preferred Stock	⁽¹⁾	12/17/2014		C			2,381	⁽¹⁾	⁽⁶⁾	Common Stock	2,381	⁽¹⁾	0	I	Trinity IX Side-By-Side Fund, L.P.⁽⁴⁾
Series E Convertible Preferred Stock	⁽¹⁾	12/17/2014		C			1,762	⁽¹⁾	⁽⁶⁾	Common Stock	1,762	⁽¹⁾	0	I	Trinity IX Side-By-Side Fund, L.P.⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁾	12/17/2014		C			16,401	⁽¹⁾	⁽⁶⁾	Common Stock	16,401	⁽¹⁾	0	I	Trinity Ventures IX, L.P.⁽⁵⁾
Series B Convertible Preferred Stock	⁽¹⁾	12/17/2014		C			4,542,087	⁽¹⁾	⁽⁶⁾	Common Stock	4,542,087	⁽¹⁾	0	I	Trinity Ventures IX, L.P.⁽⁵⁾
Series C Convertible Preferred Stock	⁽¹⁾	12/17/2014		C			465,495	⁽¹⁾	⁽⁶⁾	Common Stock	465,495	⁽¹⁾	0	I	Trinity Ventures IX, L.P.⁽⁵⁾
Series D Convertible Preferred Stock	⁽¹⁾	12/17/2014		C			203,274	⁽¹⁾	⁽⁶⁾	Common Stock	203,274	⁽¹⁾	0	I	Trinity Ventures IX, L.P.⁽⁵⁾
Series E Convertible Preferred Stock	⁽¹⁾	12/17/2014		C			155,231	⁽¹⁾	⁽⁶⁾	Common Stock	155,231	⁽¹⁾	0	I	Trinity Ventures IX, L.P.⁽⁵⁾

1. Name and Address of Reporting Person^*

Trinity TVL XI, LLC

(Last)

(First)

(Middle)

C/O TRINITY VENTURES

2480 SAND HILL RD., STE. 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Nakache Patricia

(Last)

(First)

(Middle)

C/O TRINITY VENTURES

2480 SAND HILL RD., STE. 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Fenton Noel J

(Last)

(First)

(Middle)

C/O TRINITY VENTURES

2480 SAND HILL RD., STE. 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ORR LAWRENCE K

(Last)

(First)

(Middle)

C/O TRINITY VENTURES

2480 SAND HILL RD., STE. 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Tai Augustus O

(Last)

(First)

(Middle)

C/O TRINITY VENTURES

2480 SAND HILL RD., STE. 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Trinity XI Entrepreneurs' Fund, L.P.

(Last)

(First)

(Middle)

C/O TRINITY VENTURES

2480 SAND HILL RD., STE. 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

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

(Last)

(First)

(Middle)

C/O TRINITY VENTURES

2480 SAND HILL RD., STE. 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TVL Management CORP

(Last)

(First)

(Middle)

C/O TRINITY VENTURES

2480 SAND HILL RD., STE. 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Trinity Ventures XI, L.P.

(Last)

(First)

(Middle)

C/O TRINITY VENTURES

2480 SAND HILL RD., STE. 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Wang Fred

(Last)

(First)

(Middle)

C/O TRINITY VENTURES

2480 SAND HILL RD., STE. 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock automatically converted into one share of Issuer's Common Stock (for no consideration) upon the consummation of Issuer's initial public offering.

2. 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. Fenton, Orr, Tai and Wang and Ms.. Nakache serve as Management Members of Trinity TVL IX and serve as officers of Trinity TVL Management Corporation and share voting and dispositive power over the shares held by TEF IX, Trinity SBS IX and Trinity IX.

3. Each Reporting Person disclaims beneficial ownership of the shares held by TEF IX, Trinity SBS IX and Trinity IX except to the extent of his, her or its proportionate pecuniary interest therein.

4. The shares are owned by Trinity SBS IX.

5. The shares are owned by Trinity IX.

6. Expiration Date is not relevant to the conversion of these securities.

Remarks:

	See Attached Signature Page	12/17/2014
	/s/ Patricia Nakache	12/17/2014
	/s/ Noel J. Fenton	12/17/2014
	/s/ Lawrence K. Orr	12/17/2014
	/s/ Augustus O. Tai	12/17/2014
	By: Trinity TVL IX, LLC, a Delaware limited liability company, its General Partner, By: /s/ Lawrence K. Orr, its: Management Member	12/17/2014
	By: Trinity TVL IX, LLC, a Delaware limited liability company, its General Partner, By: /s/ Lawrence K. Orr, its: Management Member	12/17/2014
	By: Lawrence K. Orr, its: President	12/17/2014
	By: Trinity TVL IX, LLC, a Delaware limited liability company, its General Partner, By: /s/ Lawrence K. Orr, its Management Member	12/17/2014
	/s/ Fred Wang	12/17/2014
	** 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.