Sec Form 4 Filing - JANA Partners Management, LP @ NEW RELIC, INC. - 2023-11-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person JANA Partners Management, LP 2. Issuer Name and Ticker or Trading Symbol NEW RELIC, INC. [ NEWR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 767 5TH AVENUE, 8TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/08/2023 (Street) NEW YORK, NY10153 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 3,217,807 D ( 4 ) ( 5 ) Common Stock 11/08/2023 D( 2 ) 2,381 D 3,215,426 D ( 4 ) ( 5 ) Common Stock 11/08/2023 D( 3 ) 3,215,426 D 0 D ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JANA Partners Management, LP 767 5TH AVENUE 8TH FLOOR NEW YORK, NY10153 X See Remarks Signatures /s/ JANA Partners Management, LP, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer 11/13/2023 Signature of Reporting Person Date

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).

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).

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