FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/11/2014 |
3. Issuer Name and Ticker or Trading Symbol
NEW RELIC INC [ NEWR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 806 | I | By Trinity IX Entrepreneurs' Fund, L.P.(1)(2) |
Common Stock | 587 | I | By Trinity IX Side-By-Side Fund, L.P.(3) |
Common Stock | 51,744 | I | By Trinity Ventures IX, L.P.(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Convertible Preferred Stock | (5) | (6) | Common Stock | 257 | $0.00 | I | By Trinity IX Entrepreneurs' Fund, L.P.(1) |
Series A Convertible Preferred Stock | (5) | (6) | Common Stock | 192 | $0.00 | I | By Trinity IX Side-By-Side Fund, L.P.(3) |
Series A Convertible Preferred Stock | (5) | (6) | Common Stock | 16,401 | $0.00 | I | By Trinity Ventures IX, LP.(4) |
Series B Convertible Preferred Stock | (5) | (6) | Common Stock | 70,942 | $0.00 | I | By Trinity IX Entrepreneurs' Fund, L.P.(1) |
Series B Convertible Preferred Stock | (5) | (6) | Common Stock | 54,139 | $0.00 | I | By Trinity IX Side-By-Side Fund, LP.(3) |
Series B Convertible Preferred Stock | (5) | (6) | Common Stock | 4,542,087 | $0.00 | I | By Trinity Ventures IX, LP.(4) |
Series C Convertible Preferred Stock | (5) | (6) | Common Stock | 7,317 | $0.00 | I | By Trinity IX Entrepreneurs' Fund, L.P.(1) |
Series C Convertible Preferred Stock | (5) | (6) | Common Stock | 5,452 | $0.00 | I | By Trinity IX Side-By-Side Fund, l.P.(3) |
Series C Convertible Preferred Stock | (5) | (6) | Common Stock | 465,495 | $0.00 | I | By Trinity Ventures IX, l.P.(4) |
Series D Convertible Preferred Stock | (5) | (6) | Common Stock | 3,238 | $0.00 | I | By Trinity IX Entrepreneurs' Fund, L.P.(1) |
Series D Convertible Preferred Stock | (5) | (6) | Common Stock | 2,381 | $0.00 | I | By Trinity IX Side-By-Side Fund, LP.(3) |
Series D Convertible Preferred Stock | (5) | (6) | Common Stock | 203,274 | $0.00 | I | By Trinity Ventures IX, LP.(4) |
Series E Convertible Preferred Stock | (5) | (6) | Common Stock | 2,418 | $0.00 | I | By Trinity IX Entrepreneurs' Fund, L.P.(1) |
Series E Convertible Preferred Stock | (5) | (6) | Common Stock | 1,762 | $0.00 | I | By Trinity IX Side-By-Side Fund, LP.(3) |
Series E Convertible Preferred Stock | (5) | (6) | Common Stock | 155,231 | $0.00 | I | By Trinity Ventures IX, L.P.(4) |
Explanation of Responses: |
1. 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. Mr. Scholnick serves as a Member of Trinity TVL IX and as an officer of Trinity TVL Management Corporation and shares voting and dispositive power over the shares held by TEF IX, Trinity SBS IX and Trinity IX. |
2. Reporting Person disclaims beneficial ownership of the shares held by TEF IX, Trinity SBS IX and Trinity IX except to the extent of his proportionate pecuniary interest therein. |
3. The shares are owned by Trinity SBS IX. |
4. The shares are owned by Trinity IX. |
5. The 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 convert into shares of Issuer's Common Stock on a 1:1 basis immediately prior to the completion of Issuer's initial public offering. |
6. Expiration Date is not relevant to the conversion of these securities. |
Remarks: |
/s/ Daniel Scholnick | 12/14/2014 | |
** 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 5 (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. |