SEC Form 4 · accession 0001209191-16-096989
SolarWinds, Inc. · SWI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Barton Kalsu
Officer — EVP & CAO
Period of report
Feb 5, 2016
Accepted (ET)
Feb 9, 2016 · 5:57 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 5, 2016 | D | 18,923 | $60.10 | D | 47,280 | D | |
| Common StockF2 | Feb 5, 2016 | D | 1,613 | $60.10 | D | 45,667 | D | |
| Common StockF3 | Feb 5, 2016 | D | 4,296 | $60.10 | D | 41,371 | D | |
| Common StockF4 | Feb 5, 2016 | D | 17,311 | $60.10 | D | 24,060 | D | |
| Common StockF5 | Feb 5, 2016 | D | 10,290 | $60.10 | D | 13,770 | D | |
| Common StockF6 | 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 | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F7 | $28.03 | Feb 5, 2016 | D | 18,147 | D | — | Jan 4, 2022 | Common Stock | 18,147 | 0 | D |
| Employee Stock Option (right to buy)F8 | $53.39 | Feb 5, 2016 | D | 6,038 | D | — | Feb 6, 2023 | Common Stock | 6,038 | 0 | D |
| Employee Stock Option (right to buy)F9 | $39.09 | Feb 5, 2016 | D | 58,743 | D | — | Sep 11, 2023 | Common Stock | 58,743 | 0 | D |
| Employee Stock Option (right to buy)F10 | $42.46 | Feb 5, 2016 | D | 29,070 | D | — | Feb 6, 2024 | Common Stock | 29,070 | 0 | D |
| Employee Stock Option (right to buy)F11 | $48.72 | Feb 5, 2016 | D | 42,940 | D | — | Feb 3, 2025 | Common Stock | 42,940 | 0 | 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 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.
- F11Represents 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 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 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 1/48th 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.
- F8Represents 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.
- F9Represents the disposition of options, which provided for vesting of 1/60th of the shares subject to the option on October 11, 2013 and 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.