SEC Form 4 · accession 0000899243-18-027348
SolarWinds Corp · SWI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Oct 23, 2018
Accepted (ET)
Oct 24, 2018 · 4:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001739942
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Oct 23, 2018 | C | 712,315 | — | A | 1,110,191 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2,F1 | — | Oct 23, 2018 | C | 10,658 | D | — | — | Common Stock | 712,315 | 0 | D |
Explanation of responses
- F1Immediately prior to the completion of the Issuer's initial public offering and following the conversion of the Issuer's Class A Common Stock into Class B Common Stock, each share of Class B Common Stock was reclassified into one share of Common Stock.
- F2Immediately prior to the completion of the Issuer's initial public offering, each outstanding share of Class A Common Stock automatically converted into a number of shares of Class B Common Stock equal to the result of the liquidation value of such share of Class A Common Stock divided by $19.00. The liquidation value for each share of Class A Common Stock was equal to $1,000 plus accrued and unpaid dividends on such share of Class A Common Stock through October 18, 2018. In addition, the shares of the Issuer's Class A Common Stock were convertible, at the option of the holder, into shares of Class B Common Stock for a specified period of time ending on November 7, 2018.
Remarks
By virtue of a stockholders' agreement entered into by the Reporting Person in connection with the Issuer's initial public offering, the Reporting Person may be deemed to be a member of a group which holds in the aggregate more than 10% of the Issuer's stock.