JANA Partners Management, LP - Nov 8, 2023 Form 4 Insider Report for NEW RELIC, INC. (NEWR)

Role
Director, Other*
Signature
/s/ JANA Partners Management, LP, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer
Stock symbol
NEWR
Transactions as of
Nov 8, 2023
Transactions value $
$0
Form type
4
Date filed
11/13/2023, 04:40 PM
Previous filing
Nov 9, 2023
Next filing
Nov 20, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NEWR Common Stock, par value $0.001 per share ("Common Stock") Options Exercise +2.38K +0.07% 3.22M Nov 8, 2023 Direct F1, F4, F5
transaction NEWR Common Stock Disposed to Issuer -2.38K -0.07% 3.22M Nov 8, 2023 Direct F2, F4, F5
transaction NEWR Common Stock Disposed to Issuer -3.22M -100% 0 Nov 8, 2023 Direct F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NEWR Restricted Stock Units ("RSUs") Options Exercise -2.38K -100% 0 Nov 8, 2023 Common Stock 2.38K See Footnote F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

JANA Partners Management, LP is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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).