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    SEC Form SC 13D/A filed by New Relic Inc. (Amendment)

    11/13/23 10:48:46 AM ET
    $NEWR
    Computer Software: Prepackaged Software
    Technology
    Get the next $NEWR alert in real time by email
    SC 13D/A 1 13d_newr.htm

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

     

    (Amendment No.2)*

     

     

    New Relic, Inc.
    (Name of Issuer)
     
    Common Stock
    (Title of Class of Securities)
     
    64829B100
    (CUSIP Number)
     
    HMI Capital Management, L.P.
    555 California Street, Suite 4900
    San Francisco, CA 94104
    (415)-391-9500
     
    Copy to:
     
    Emily M. Brakebill
    555 California Street, Suite 4900
    San Francisco, CA 94104
    (415)-391-9500
     
    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
     
    November 8, 2023
    (Date of Event Which Requires Filing of this Statement)

     

     

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-l(e), 240.13d-l(t) or 240.13d-1(g), check the following box x

     

     

    Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d- 7 for other parties to whom copies are to be sent.

     

     

    *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. 64829B10013DPage 2 of 11 Pages

     

     

     

    1.

     

    NAME OF REPORTING PERSONS

    HMI Capital Management, L.P.

     

     

    2.

     

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

    (a)     o

    (b)     x

     

     

    3.

     

    SEC USE ONLY

     

     

    4.

     

     

    SOURCE OF FUNDS

    AF

     

     

    5.

     

     

    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

    o

     

     

    6.

     

     

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

     

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH

     

    7.

     

    SOLE VOTING POWER

    0

     

     

    8.

     

    SHARED VOTING POWER

    0

     

     

    9.

     

    SOLE DISPOSITIVE POWER

    0

     

     

    10.

     

     

    SHARED DISPOSITIVE POWER

    0

     

     

     

    11.

     

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    0

     

     

    12.

     

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (SEE INSTRUCTIONS)

    o

     

     

    13.

     

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    0%

     

     

    14.

     

     

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    IA

     

           

     

    CUSIP No. 64829B10013DPage 3 of 11 Pages

     

     

     

    1.

     

    NAME OF REPORTING PERSONS

    HMI Capital Fund GP, LLC

     

     

    2.

     

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

    (a)     o

    (b)     x

     

     

    3.

     

    SEC USE ONLY

     

     

    4.

     

     

    SOURCE OF FUNDS

    AF

     

     

    5.

     

     

    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

    o

     

     

    6.

     

     

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

     

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH

     

    7.

     

    SOLE VOTING POWER

    0

     

     

    8.

     

    SHARED VOTING POWER

    0

     

     

    9.

     

    SOLE DISPOSITIVE POWER

    0

     

     

    10.

     

     

    SHARED DISPOSITIVE POWER

    0

     

     

     

    11.

     

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    0

     

     

    12.

     

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (SEE INSTRUCTIONS)

    o

     

     

    13.

     

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    0%

     

     

    14.

     

     

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    HC

     

           

     

    CUSIP No. 64829B10013DPage 4 of 11 Pages

     

     

     

    1.

     

    NAME OF REPORTING PERSONS

    Members GP, LLC

     

     

    2.

     

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

    (a)     o

    (b)     x

     

     

    3.

     

    SEC USE ONLY

     

     

    4.

     

     

    SOURCE OF FUNDS

    AF

     

     

    5.

     

     

    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

    o

     

     

    6.

     

     

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

     

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH

     

    7.

     

    SOLE VOTING POWER

    0

     

     

    8.

     

    SHARED VOTING POWER

    0

     

     

    9.

     

    SOLE DISPOSITIVE POWER

    0

     

     

    10.

     

     

    SHARED DISPOSITIVE POWER

    0

     

     

     

    11.

     

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    0

     

     

    12.

     

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (SEE INSTRUCTIONS)

    o

     

     

    13.

     

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    0%

     

     

    14.

     

     

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    HC

     

           

    CUSIP No. 64829B10013DPage 5 of 11 Pages

     

     

     

    1.

     

    NAME OF REPORTING PERSONS

    Marco W. Hellman

     

     

    2.

     

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

    (a)     o

    (b)     x

     

     

    3.

     

    SEC USE ONLY

     

     

    4.

     

     

    SOURCE OF FUNDS

    IA

     

     

    5.

     

     

    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

    o

     

     

    6.

     

     

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

     

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH

     

    7.

     

    SOLE VOTING POWER

    0

     

     

    8.

     

    SHARED VOTING POWER

    0

     

     

    9.

     

    SOLE DISPOSITIVE POWER

    0

     

     

    10.

     

     

    SHARED DISPOSITIVE POWER

    0

     

     

     

     

    11.

     

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    0

     

     

    12.

     

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (SEE INSTRUCTIONS)

    o

     

     

    13.

     

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    0%

     

     

    14.

     

     

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    IN

     

           

     

    CUSIP No. 64829B10013DPage 6 of 11 Pages

     

     

     

    1.

     

    NAME OF REPORTING PERSONS

    Justin C. Nyweide

     

     

    2.

     

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

    (a)     o

    (b)     x

     

     

    3.

     

    SEC USE ONLY

     

     

    4.

     

     

    SOURCE OF FUNDS

    IA

     

     

    5.

     

     

    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

    o

     

     

    6.

     

     

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

     

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH

     

    7.

     

    SOLE VOTING POWER

    0

     

     

    8.

     

    SHARED VOTING POWER

    0

     

     

    9.

     

    SOLE DISPOSITIVE POWER

    0

     

     

    10.

     

     

    SHARED DISPOSITIVE POWER

    0

     

     

     

     

    11.

     

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    0

     

     

    12.

     

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (SEE INSTRUCTIONS)

    o

     

     

    13.

     

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    0%

     

     

    14.

     

     

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    IN

     

           

     

    CUSIP No. 64829B10013DPage 7 of 11 Pages

     

     

     

    1.

     

    NAME OF REPORTING PERSONS

    Sean M. Barrett

     

     

    2.

     

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

    (a)     o

    (b)     x

     

     

    3.

     

    SEC USE ONLY

     

     

    4.

     

     

    SOURCE OF FUNDS

    IA

     

     

    5.

     

     

    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

    o

     

     

    6.

     

     

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

     

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH

     

    7.

     

    SOLE VOTING POWER

    0

     

     

    8.

     

    SHARED VOTING POWER

    0

     

     

    9.

     

    SOLE DISPOSITIVE POWER

    0

     

     

    10.

     

     

    SHARED DISPOSITIVE POWER

    0

     

     

     

     

    11.

     

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    0

     

     

    12.

     

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (SEE INSTRUCTIONS)

    o

     

     

    13.

     

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    0%

     

     

    14.

     

     

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    IN

     

           

     

    CUSIP No. 64829B10013DPage 8 of 11 Pages

     

     

     

    1.

     

    NAME OF REPORTING PERSONS

    Radhakrishnan Raman Mahendran

     

     

    2.

     

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

    (a)     o

    (b)     x

     

     

    3.

     

    SEC USE ONLY

     

     

    4.

     

     

    SOURCE OF FUNDS

    AF

     

     

    5.

     

     

    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

    o

     

     

    6.

     

     

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

     

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH

     

    7.

     

    SOLE VOTING POWER

    0

     

     

    8.

     

    SHARED VOTING POWER

    0

     

     

    9.

     

    SOLE DISPOSITIVE POWER

    0

     

     

    10.

     

     

    SHARED DISPOSITIVE POWER

    0

     

     

     

     

    11.

     

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    0

     

     

    12.

     

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (SEE INSTRUCTIONS)

    o

     

     

    13.

     

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    0%

     

     

    14.

     

     

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    IN

     

           

     

    CUSIP No. 64829B10013DPage 9 of 11 Pages

     

     

     

    1.

     

    NAME OF REPORTING PERSONS

    HMI Capital Partners, L.P.

     

     

    2.

     

    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (see instructions)

    (a)     o

    (b)     x

     

     

    3.

     

    SEC USE ONLY

     

     

    4.

     

     

    SOURCE OF FUNDS

    WC

     

     

    5.

     

     

    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

    o

     

     

    6.

     

     

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

     

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH

     

    7.

     

    SOLE VOTING POWER

    0

     

     

    8.

     

    SHARED VOTING POWER

    0

     

     

    9.

     

    SOLE DISPOSITIVE POWER

    0

     

     

    10.

     

     

    SHARED DISPOSITIVE POWER

    0

     

     

     

     

    11.

     

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    0

     

     

    12.

     

    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

    (SEE INSTRUCTIONS)

    o

     

     

    13.

     

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    0%

     

     

    14.

     

     

    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    PN

     

           

     

    CUSIP No. 64829B10013DPage 10 of 11 Pages

     

    This Amendment No. 2 (the "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons on July 6, 2021, as amended by Amendment No. 1 filed on August 1, 2023 (the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D"), with respect to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

     

    Item 4.Purpose of Transaction:

     

    Item 4 of the Schedule 13D is amended and supplemented by adding the following:

     

    The Merger was consummated on November 8, 2023 and all shares of Common Stock beneficially owned by the Reporting Persons were cancelled and converted into the right to receive $87.00 per share in cash.

     

     

    Item 5.Interest in Securities of the Issuer:

     

    The responses to Item 4 of this Schedule 13D are incorporated herein by reference.

     

    (a), (b)The Reporting Persons do not beneficially own any interests in the Issuer.

     

    (c)Other than as described in Item 4, the Reporting Persons have not made any transactions in the Issuer's Common Stock in the sixty days prior to the date of this report.

     

    (d) Not applicable.

     

    (e) November 8, 2023.

     

     

    CUSIP No. 64829B10013DPage 11 of 11 Pages

     

     

    SIGNATURE


    After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.


    IN WITNESS WHEREOF, the undersigned have set their hands this 13th day of November, 2023.

     

     

    HMI Capital Management, L.P.

    Members GP, LLC

    HMI Fund Capital GP, LLC

    HMI Capital Partners, L.P.

    Marco W. Hellman

    Justin C. Nyweide

    Sean M. Barrett

    Radhakrishnan Raman Mahendran

    By: /s/Emily M. Brakebill

    Name: Emily M. Brakebill

    Title: Chief Operating Officer of HMI Capital Management, L.P., for itself, Members GP, LLC, for itself HMI Capital Fund GP, LLC, for itself and as general partner of HMI Capital Partners, L.P., as attorney-in-fact for Marco W. Hellman, Justin C. Nyweide, Sean M. Barrett, and Radhakrishnan Raman Mahendran

     

     

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      New Relic (NYSE:NEWR), the all-in-one observability platform for every engineer, announced that its stockholders have voted to approve the acquisition of New Relic by Francisco Partners and TPG in a special meeting held yesterday. As previously announced, under the terms of the merger agreement, New Relic stockholders will receive $87.00 per share in cash for each share of New Relic common stock that they own. More than 99% of votes cast at the meeting were voted in favor of the transaction. New Relic will file the final vote results, as certified by the independent Inspector of Election, on a Form 8-K with the U.S. Securities and Exchange Commission. The transaction is expected to clos

      11/2/23 7:00:00 AM ET
      $NEWR
      $TPG
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    • New Relic Announces Second Quarter Fiscal Year 2024 Results

      Total revenue of $242.8 million, up 7% year over year GAAP operating margin of (8)%, non-GAAP operating margin of 19% New Relic, Inc. (NYSE:NEWR), the all-in-one observability platform for every engineer, announced financial results for the second quarter of fiscal year 2024. Fiscal 2024 Second Quarter Results: Revenue: Total revenue was $242.8 million, up 7% from $226.9 million one year ago. Consumption revenue was $223.3 million, up 33% year over year. Gross Margin and Non-GAAP Gross Margin(1): Gross margin was 78.3%, compared to 71.5% one year ago. Non-GAAP gross margin was 79.7%, compared to 73.7% one year ago. Operating Income and Non-GAAP Operating Income(1): Loss from

      10/27/23 6:20:00 AM ET
      $NEWR
      Computer Software: Prepackaged Software
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    • New Relic Named an APM Leader by GigaOm

      New Relic is closest to the center of the 2023 GigaOm Radar for APM, representing the highest overall value to customers and its leadership in innovation New Relic (NYSE:NEWR), the all-in-one observability platform for every engineer, announced it has been named a Leader in the 2023 GigaOm Radar for APM. The report positions New Relic closest to the center of all four axes (Innovation, Maturity, Feature Play, and Platform Play), outperforming direct competitors in the observability space, and as the only vendor with outstanding focus and execution across all Key Criteria and Evaluation Metrics. This position represents the highest overall value to customers seeking APM capabilities today

      10/20/23 11:00:00 AM ET
      $NEWR
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    $NEWR
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

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    • Jana Partners Management, Lp converted options into 2,381 shares and returned 3,217,807 shares to the company (SEC Form 4)

      4 - NEW RELIC, INC. (0001448056) (Issuer)

      11/13/23 4:40:53 PM ET
      $NEWR
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    • Lloyd Thomas J. returned 122,989 shares to the company and converted options into 116,449 shares, closing all direct ownership in the company (SEC Form 4)

      4 - NEW RELIC, INC. (0001448056) (Issuer)

      11/13/23 6:27:45 AM ET
      $NEWR
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    • Numoto Takeshi returned 7,623 shares to the company and converted options into 2,705 shares, closing all direct ownership in the company (SEC Form 4)

      4 - NEW RELIC, INC. (0001448056) (Issuer)

      11/13/23 6:16:43 AM ET
      $NEWR
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    $NEWR
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

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    • New Relic downgraded by DA Davidson with a new price target

      DA Davidson downgraded New Relic from Buy to Neutral and set a new price target of $87.00 from $95.00 previously

      9/15/23 7:56:34 AM ET
      $NEWR
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    • New Relic upgraded by RBC Capital Mkts with a new price target

      RBC Capital Mkts upgraded New Relic from Sector Perform to Outperform and set a new price target of $95.00 from $75.00 previously

      5/26/23 7:20:12 AM ET
      $NEWR
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    • Robert W. Baird reiterated coverage on New Relic with a new price target

      Robert W. Baird reiterated coverage of New Relic with a rating of Outperform and set a new price target of $92.00 from $90.00 previously

      5/24/23 9:37:44 AM ET
      $NEWR
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    $NEWR
    Leadership Updates

    Live Leadership Updates

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    • New Relic Expands Technology Partner Ecosystem with Over 100 Integrations

      New Relic integration ecosystem grows 25% to date in 2022, with additions from leading cloud services, open source tools, and enterprise technologies; appoints new VP of product partnerships to accelerate mature observability practices for engineering teams across all verticals and use cases New Relic (NYSE:NEWR), the all-in-one observability platform for every engineer, announced it has expanded its partner ecosystem to help organizations mature their observability practices. The company has grown its technology partner ecosystem by over 25% to date in 2022, and now offers integrations with 500+ cloud services, open source tools, and enterprise technologies to empower every engineer to st

      12/15/22 9:00:00 AM ET
      $NEWR
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    • HashiCorp Appoints David Henshall to Board of Directors

      SAN FRANCISCO, Sept. 27, 2022 (GLOBE NEWSWIRE) -- HashiCorp, Inc. (NASDAQ:HCP), a leading provider of multi-cloud infrastructure automation software, today announced it has appointed David Henshall to its board of directors, effective immediately. Most recently Henshall held the role of chief executive officer at Citrix Systems. During his nearly two decades with the company he also held roles as chief operating officer and chief financial officer, overseeing the company's worldwide finance, operations, and administration organizations. "I'm thrilled to welcome David to HashiCorp's board of directors. I believe he'll bring a great deal of value to HashiCorp given his extensive experience

      9/27/22 4:05:00 PM ET
      $EVBG
      $HCP
      $NEWR
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    • New Relic Adds AWS and Salesforce Executives to Leadership Roster

      Former AWS executive Siva Padisetty to lead Telemetry Data Platform and Global Infrastructure teams; former Salesforce executive Tia Williams joins New Relic to lead design and product experience New Relic (NYSE:NEWR), the observability company, announced the appointment of Siva Padisetty as SVP and GM, Telemetry Data Platform and Global Infrastructure and Tia Williams as GVP of Design and Product Experience. Padisetty joins New Relic from Amazon Web Services (AWS) where he served as GM of Management Tools. Williams joins New Relic from Salesforce where she served as Vice President of User Experience and Product Design. These appointments come on the heels of the announcement of former C3

      9/12/22 10:00:00 AM ET
      $NEWR
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