Edgar Filing: NEW RELIC, INC.

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Benchmark Capital Management Co. VI, L.L.C.

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)

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2016

(Street)

WOODSIDE, CA 94062

4. If Amendment, Date Original Filed(Month/Day/Year)
02/26/2016

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (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	02/24/2016		J⁽¹⁾		42,668	A	$ 0	62,219	I	See footnote ⁽²⁾
Common Stock	02/24/2016		J⁽¹⁾		71,270	A	$ 0	102,852	I	See footnote ⁽³⁾
Common Stock	02/24/2016		S		2,385	D	$ 26.4534 ⁽⁴⁾	100,467	I	See footnote ⁽³⁾
Common Stock	02/24/2016		J⁽¹⁾		32,573	A	$ 0	32,573	I	See footnote ⁽⁵⁾
Common Stock	02/24/2016		J⁽¹⁾		67,531	A	$ 0	97,404	D ⁽⁶⁾
Common Stock	02/24/2016		S		2,385	D	$ 26.4534 ⁽⁴⁾	95,019	D ⁽⁶⁾

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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Benchmark Capital Management Co. VI, L.L.C. 2965 WOODSIDE ROAD WOODSIDE, CA 94062		X
BENCHMARK CAPITAL PARTNERS VI LP 2965 WOODSIDE ROAD WOODSIDE, CA 94062		X
BENCHMARK FOUNDERS FUND VI LP 2965 WOODSIDE ROAD WOODSIDE, CA 94062		X
Benchmark Founders Fund VI-B, L.P. 2965 WOODSIDE ROAD WOODSIDE, CA 94062		X
BALKANSKI ALEXANDRE 2965 WOODSIDE ROAD WOODSIDE, CA 94062		X
Cohler Matt 2965 WOODSIDE ROAD WOODSIDE, CA 94062		X
DUNLEVIE BRUCE 2965 WOODSIDE ROAD WOODSIDE, CA 94062		X
GURLEY J WILLIAM 2965 WOODSIDE ROAD WOODSIDE, CA 94062		X

Signatures

Benchmark Capital Management Co. VI, L.L.C. /s/ Steven M. Spurlock, Managing Member		03/23/2016
^**Signature of Reporting Person		Date
Benchmark Capital Partners VI, L.P., By: Benchmark Capital Management Co. VI, L.L.C., Its general partner /s/ Steven M. Spurlock, Managing Member		03/23/2016
^**Signature of Reporting Person		Date
Benchmark Founders' Fund VI, L.P., By: Benchmark Capital Management Co. VI, L.L.C., Its general partner /s/ Steven M. Spurlock, Managing Member		03/23/2016
^**Signature of Reporting Person		Date
Benchmark Founders' Fund VI-B, L.P., By: Benchmark Capital Management Co. VI, L.L.C., Its general partner /s/ Steven M. Spurlock, Manaing Member		03/23/2016
^**Signature of Reporting Person		Date
Steven M. Spurlock, Designated Filer and Authorized Signatory, for Alexandre Balkanski		03/23/2016
^**Signature of Reporting Person		Date
Steven M. Spurlock, Designated Filer and Authorized Signatory, for Matthew R. Cohler		03/23/2016
^**Signature of Reporting Person		Date
Steven M. Spurlock, Designated Filer and Authorized Signatory, for Bruce W. Dunlevie		03/23/2016
^**Signature of Reporting Person		Date
Steven M. Spurlock, Designated Filer and Authorized Signatory, for J William Gurley		03/23/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents a pro-rata, in-kind distribution by Benchmark Capital Partners VI, L.P. ("BCP VI") and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns.
(2)	Shares are owned directly by Alexandre Balkanski's family trust.
(3)	Shares are owned directly by Matthew R. Cohler's family trust.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.34 to $26.52, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(5)	Shares are owned directly by Bruce W. Dunlevie's family trust.
(6)	Shares are owned directly by J. William Gurley.
Remarks: This amended Form 4 is filed to reflect an adjustment (i) from 42,663 shares to 42,668 shares for the number of shares received indirectly by Mr. Balkanski, (ii) from 71,260 shares to 71,270 shares for the number of shares received indirectly by Mr. Cohler, (iii) from 32,568 shares to 32,573 shares for the number of shares received indirectly by Mr. Dunlevie, and (iv) from 67,521 shares to 67,531 shares for the number of shares received directly by Mr. Gurley in the distribution on February 24, 2016. Alexandre Balkanski, Matthew R.Cohler, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert Kagle, Mitchell H. Lasky and Steven M. Spurlock are the managing members of Benchmark Capital Management Co. VI, L.L.C., which serves as general partner to BCP VI, Benchmark Founders' Fund VI, L.P., Benchmark Founders' Fund VI-B, L.P. and related persons, and may be deemed to share voting and investment power over the shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities). This report is one of three amendments, each on a separate Form 4/A, but relating to the same transaction being filed by entities affiliated with Benchmark and their applicable member.

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