SEC Form 4 · accession 0001209191-16-096981

SolarWinds, Inc. · SWI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Kevin B Thompson

Officer — Director, President & CEO · Director

Period of report

Jan 25, 2016

Accepted (ET)

Feb 9, 2016 · 5:56 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001428669

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock	Jan 25, 2016	G	32,279	$0.00	D	429,111	D
Common Stock^F1	Feb 5, 2016	D	257,846	$60.10	D	171,265	D
Common Stock^F2	Feb 5, 2016	D	15,920	$60.10	D	155,345	D
Common Stock^F3	Feb 5, 2016	D	18,909	$60.10	D	136,436	D
Common Stock^F4	Feb 5, 2016	D	3,138	$60.10	D	133,298	D
Common Stock^F5	Feb 5, 2016	D	79,763	$60.10	D	53,535	D
Common Stock^F6	Feb 5, 2016	D	53,535	$60.10	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F7	$4.06	Feb 5, 2016	D	9	D	—	Jul 26, 2017	Common Stock	9	D
Employee Stock Option (right to buy)^F8	$10.00	Feb 5, 2016	D	108,116	D	—	Apr 23, 2019	Common Stock	108,116	D
Employee Stock Option (right to buy)^F9	$18.87	Feb 5, 2016	D	62,099	D	—	Feb 25, 2020	Common Stock	62,099	D
Employee Stock Option (right to buy)^F10	$20.06	Feb 5, 2016	D	89,400	D	—	Jan 4, 2021	Common Stock	89,400	D
Employee Stock Option (right to buy)^F11	$28.03	Feb 5, 2016	D	174,007	D	—	Jan 4, 2022	Common Stock	174,007	D
Employee Stock Option (right to buy)^F12	$53.39	Feb 5, 2016	D	79,736	D	—	Feb 6, 2023	Common Stock	79,736	D
Employee Stock Option (right to buy)^F13	$53.39	Feb 5, 2016	D	33,060	D	—	Feb 6, 2023	Common Stock	33,060	D
Employee Stock Option (right to buy)^F14	$42.46	Feb 5, 2016	D	225,360	D	—	Feb 6, 2024	Common Stock	225,360	D
Employee Stock Option (right to buy)^F15	$48.72	Feb 5, 2016	D	166,980	D	—	Feb 3, 2025	Common Stock	166,980	D

Explanation of responses

F1Disposed of pursuant to the Agreement and Plan of Merger between and among SolarWinds, Inc., Project Aurora Holdings, LLC and Project Aurora Merger Corp. (the "Merger Agreement") in exchange for a cash payment of $60.10 per share.
F10Represents the disposition of options, which provided for vesting of 1/4th of the shares subject to the option on January 4, 2012 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $40.04 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10.
F11Represents the disposition of options, which provided for vesting of 1/60th of the shares subject to the option on February 4, 2012 and each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $32.07 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10.
F12Represents the disposition of options, which provided for vesting of 1/48th of the shares subject to the option on March 6, 2013 and each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $6.71 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10.
F13Represents the disposition of options, which provided for vesting of 1/60th of the shares subject to the option on March 6, 2013 and each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $6.71 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10.
F14Represents the disposition of options, which provided for vesting of 1/4th of the shares subject to the option on February 6, 2015 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $17.64 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10.
F15Represents the disposition of options, which provided for vesting of 1/4th of the shares subject to the option on February 3, 2016 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $11.38 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10.
F2Represents the disposition of restricted stock units, which provided for vesting in five equal annual installments beginning January 4, 2013, which units were cancelled pursuant to the Merger Agreement in in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly as practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied.
F3Represents the disposition of restricted stock units, which provided for vesting in four equal annual installments beginning February 6, 2014, which units were cancelled pursuant to the Merger Agreement in in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly as practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied.
F4Represents the disposition of restricted stock units, which provided for vesting in five equal annual installments beginning February 6, 2014, which units were cancelled pursuant to the Merger Agreement in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly as practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied.
F5Represents the disposition of restricted stock units, which provided for vesting in four equal annual installments beginning February 6, 2015, which units were cancelled pursuant to the Merger Agreement in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly as practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied.
F6Represents the disposition of restricted stock units, which provided for vesting in four equal annual installments beginning February 3, 2016, which units were cancelled pursuant to the Merger Agreement in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly as practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied.
F7Represents the disposition of options, which provided for vesting of 1/4th of the shares subject to the option on May 1, 2008 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $56.04 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10.
F8Represents the disposition of options, which provided for vesting of 1/4th of the shares subject to the option on April 23, 2010 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $50.10 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10.
F9Represents the disposition of options, which provided for vesting of 1/4th of the shares subject to the option on February 25, 2011 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $41.23 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10.