SEC Form 4 · accession 0001209191-16-096984

SolarWinds, Inc. · SWI

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

Reporting owner

Jason Ream

Officer — EVP & CFO

Period of report

Feb 5, 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^F1	Feb 5, 2016	D	21,913	$60.10	D	45,486	D
Common Stock^F2	Feb 5, 2016	D	2,915	$60.10	D	42,571	D
Common Stock^F3	Feb 5, 2016	D	2,505	$60.10	D	40,066	D
Common Stock^F4	Feb 5, 2016	D	17,311	$60.10	D	22,755	D
Common Stock^F5	Feb 5, 2016	D	8,985	$60.10	D	13,770	D
Common Stock^F6	Feb 5, 2016	D	13,770	$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	$19.49	Feb 5, 2016	D	1,012	D	—	Feb 24, 2020	Common Stock	1,012	D
Employee Stock Option (right to buy)^F8	$28.03	Feb 5, 2016	D	3,306	D	—	Jan 4, 2022	Common Stock	3,306	D
Employee Stock Option (right to buy)^F9	$53.39	Feb 5, 2016	D	3,835	D	—	Feb 6, 2023	Common Stock	3,835	D
Employee Stock Option (right to buy)^F10	$39.09	Feb 5, 2016	D	58,743	D	—	Sep 11, 2023	Common Stock	58,743	D
Employee Stock Option (right to buy)^F11	$42.46	Feb 5, 2016	D	25,390	D	—	Feb 6, 2024	Common Stock	25,390	D
Employee Stock Option (right to buy)^F12	$48.72	Feb 5, 2016	D	42,940	D	—	Feb 3, 2025	Common Stock	42,940	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 1/60th of the shares subject to the option on October 11, 2013 and 1/60th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $21.01 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 1/4th 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.
F12Represents 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 four 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.
F3Represents the disposition of restricted stock units, which provided for vesting in four equal annual installments beginning August 15, 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.
F4Represents the disposition of restricted stock units, which provided for vesting in five equal annual installments beginning September 11, 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 February 24, 2011 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $40.61 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 January 4, 2013 and 1/48th 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.
F9Represents the disposition of options, which provided for vesting of 1/4th of the shares subject to the option on February 6, 2014 and 1/48th 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.