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Delaware
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26-2017431
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(State or other jurisdiction of
Incorporation or organization)
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(I.R.S. Employer
Identification No.)
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David G. Peinsipp, Esq.
Cooley LLP
101 California Street, 5
th
Floor
San Francisco, California 94111
(415) 693-2000
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Mark Sachleben
Thomas J. Lloyd
New Relic, Inc.
188 Spear Street, Suite 1200
San Francisco, California 94105
(650) 777-7600
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
(Do not check if a small reporting company)
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Small reporting company
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☐
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Emerging growth company
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Title of Securities to be Registered
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Amount to be
Registered (1)
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Proposed Maximum Offering Price per Share
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Proposed Maximum
Aggregate Offering Price
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Amount of
Registration Fee
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2014 Equity Incentive
Plan
Common Stock, par value $0.001 per share
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2,797,664 shares (2)
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$72.76 (3)
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$203,558,032.64 (3)
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$25,342.98
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2014 Employee Stock Purchase Plan
Common Stock, par value $0.001 per share
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500,000 shares (4)
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$72.76 (3)
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$36,380,000.00 (3)
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$4,529.31
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Total
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3,297,664 shares
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$239,938,032.64
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$29,872.29
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become issuable under the plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Common Stock.
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(2)
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Represents shares of Registrant’s Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2014 Equity Incentive Plan (the “2014 Plan”) on April 1, 2018 pursuant to an “evergreen” provision contained in the 2014 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2014 Plan automatically increases on April 1 of each year, starting on April 1, 2015 and continuing through April 1, 2024, by 5% of the total number of shares of the Registrant’s capital stock outstanding on March 31st of the preceding fiscal year, or a lesser number of shares determined by the Registrant’s board of directors.
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(3)
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Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $72.76 per share, the average of the high and low prices of the Registrant’s Common Stock on May 4, 2018 as reported on the New York Stock Exchange.
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(4)
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Represents shares of Registrant’s Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”) on April 1, 2018 pursuant to an “evergreen” provision contained in the 2014 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2014 ESPP automatically increases on April 1st of each year, starting on April 1, 2015 and continuing through April 1, 2024, by the lesser of: (i) 1% of the total number of shares of the Registrant’s capital stock outstanding on March 31st of the preceding fiscal year, (ii) 500,000 shares, or (iii) such lesser number of shares determined by the Registrant’s board of directors.
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Exhibit Number
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Description
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Amended and Restated Certificate of Incorporation of the Registrant (filed with the Commission on May 28, 2015 as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-36766) and incorporated herein by reference).
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Amended and Restated Bylaws of the Registrant (filed with the Commission on November 10, 2014 as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-200078) and incorporated herein by reference).
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Opinion of Cooley LLP.
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Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
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Consent of Cooley LLP (included in Exhibit 5.1).
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Power of Attorney (included on the signature page).
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New Relic, Inc. 2014 Equity Incentive Plan and related form agreements (filed with the Commission on December 17, 2014 as Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-201024) and incorporated herein by reference).
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New Relic, Inc. 2014 Employee Stock Purchase Plan (filed with the Commission on December 17, 2014 as Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-201024) and incorporated herein by reference).
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New Relic, Inc.
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By:
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/s/ Lewis Cirne
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Lewis Cirne
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Chief Executive Officer
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Name
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Title
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Date
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/s/ Lewis Cirne
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Chief Executive Officer and Director
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May 11, 2018
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Lewis Cirne
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(Principal Executive Officer)
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/s/ Mark Sachleben
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Chief Financial Officer
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May 11, 2018
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Mark Sachleben
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(Principal Financial and Accounting Officer)
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/s/ Peter Fenton
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Chairman and Director
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May 11, 2018
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Peter Fenton
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/s/ Sohaib Abbasi
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Director
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May 11, 2018
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Sohaib Abbasi
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/s/ Hope Cochran
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Director
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May 11, 2018
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Hope Cochran
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/s/ Adam Messinger
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Director
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May 11, 2018
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Adam Messinger
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/s/ Dan Scholnick
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Director
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May 11, 2018
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Dan Scholnick
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/s/ James Tolonen
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Director
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May 11, 2018
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James Tolonen
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By:
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/s/ Siana Lowrey
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Siana Lowrey
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