Jana Partners Management, Lp converted options into 2,381 shares and returned 3,217,807 shares to the company (SEC Form 4)
$NEWR
Computer Software: Prepackaged Software
Technology
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NEW RELIC, INC. [ NEWR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/08/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value $0.001 per share ("Common Stock") | 11/08/2023 | M(1) | 2,381 | A | (1) | 3,217,807 | D(4)(5) | |||
| Common Stock | 11/08/2023 | D(2) | 2,381 | D | (2) | 3,215,426 | D(4)(5) | |||
| Common Stock | 11/08/2023 | D(3) | 3,215,426 | D | (3) | 0 | D(4) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 ("RSUs") | (1) | 11/08/2023 | M(1) | 2,381 | (1) | (1) | Common Stock | 2,381 | (1) | 0 | I | See Footnote(5) | |||
| Explanation of Responses: |
| 1. On November 8, 2023, pursuant to the Agreement and Plan of Merger, dated as of July 30, 2023 (the "Merger Agreement"), by and among Crewline Buyer, Inc., a Delaware corporation ("Parent"), Crewline Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and New Relic, Inc. (the "Issuer"), Merger Sub merged with and into the Issuer and the separate corporate existence of Merger Sub ceased, with the Issuer continuing as the surviving corporation (the "Merger") and a wholly owned subsidiary of Parent, and each outstanding RSU held by Kevin Galligan ("Mr. Galligan"), a Partner of JANA, who currently serves on the board of directors of the Issuer, was converted into the right to receive $87.00 in cash (the "Merger Consideration"), subject to any continued vesting conditions in accordance with the terms of the Merger Agreement. |
| 2. Pursuant to the Merger Agreement, each outstanding share of Common Stock held by Mr. Galligan was cancelled and converted into the right to receive the Merger Consideration. |
| 3. Pursuant to the Merger Agreement, each outstanding share of Common Stock held by JANA was cancelled and converted into the right to receive the Merger Consideration. |
| 4. JANA Partners Management, LP ("JANA" or the "Reporting Person") is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control. JANA Partners Management GP, LLC (the "GP") is the general partner of JANA. The senior managing member of the GP and indirect control person of JANA is Barry Rosenstein. JANA and Barry Rosenstein disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein, if any. |
| 5. Mr. Galligan has assigned all rights to the grant to JANA. Pursuant to the assignment, settlement of the award on vesting will be made to JANA. JANA disclaims any beneficial ownership of any of the Issuer's securities reported herein except to the extent of its pecuniary interest therein, if any. |
| Remarks: |
| The Reporting Person may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. Galligan currently serves on the board of directors of the Issuer. JANA was previously a relying adviser of JANA Partners LLC, and from and after the effectiveness of its application for investment advisor registration, replaces JANA Partners LLC as the reporting person herein. The prior Section 16 filings were made under the CIK of JANA Partners LLC (CIK 0001159159). |
| /s/ JANA Partners Management, LP, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer | 11/13/2023 | |
| ** 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. | ||