SEC Form 4 · accession 0001209191-16-097018
SolarWinds, Inc. · SWI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roger J Sippl
Director
Period of report
Feb 5, 2016
Accepted (ET)
Feb 9, 2016 · 6:13 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 | 44,685 | $60.10 | D | 3,604 | D | |
| Common StockF2 | Feb 5, 2016 | D | 3,604 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $21.86 | Feb 5, 2016 | D | 14,569 | D | — | Mar 23, 2020 | Common Stock | 14,569 | 0 | D |
| Stock Option (right to buy)F4 | $23.60 | Feb 5, 2016 | D | 11,221 | D | — | May 19, 2021 | Common Stock | 11,221 | 0 | D |
| Stock Option (right to buy)F5 | $45.05 | Feb 5, 2016 | D | 5,579 | D | — | May 17, 2022 | Common Stock | 5,579 | 0 | D |
| Stock Option (right to buy)F6 | $44.64 | Feb 5, 2016 | D | 6,109 | D | — | May 9, 2023 | Common Stock | 6,109 | 0 | D |
| Stock Option (right to buy)F7 | $37.38 | Feb 5, 2016 | D | 10,706 | D | — | May 15, 2024 | Common Stock | 10,706 | 0 | D |
| Stock Option (right to buy)F8 | $48.55 | Feb 5, 2016 | D | 8,816 | D | — | May 14, 2025 | Common Stock | 8,816 | 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.
- F2Represents the disposition of restricted stock units, which provided for full vesting on the earlier of the date of the issuer's 2016 annual meeting of stockholders or December 31, 2016, which units were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $60.10 per share.
- F3Represents the disposition of options, which provided for vesting of 1/3rd of the shares subject to the option on March 23, 2011 and 1/36th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $38.24 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.
- F4Represents the disposition of options, which provided for vesting of all of the shares subject to the option on the earlier of the date of the issuer's 2012 annual meeting of stockholders and December 31, 2012. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $36.50 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.
- F5Represents the disposition of options, which provided for vesting of all of the shares subject to the option on the earlier of the date of the issuer's 2013 annual meeting of stockholders and December 31, 2013. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $15.05 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.
- F6Represents the disposition of options, which provided for vesting of all of the shares subject to the option on the earlier of the date of the issuer's 2014 annual meeting of stockholders and December 31, 2014. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $15.46 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.
- F7Represents the disposition of options, which provided for vesting of all of the shares subject to the option on the earlier of the date of the issuer's 2015 annual meeting of stockholders and December 31, 2015. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $22.72 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 all of the shares subject to the option on the earlier of the date of the issuer's 2016 annual meeting of stockholders and December 31, 2016. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $11.55 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.