SEC Form 4 · accession 0000899243-18-027352
SolarWinds Corp · SWI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
TfL Trustee Co Ltd
10% Owner
Period of report
Oct 23, 2018
Accepted (ET)
Oct 24, 2018 · 4:17 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,F3,F5,F4,F6,F7 | Oct 23, 2018 | C | 3,561,571 | — | A | 5,550,952 | I | See footnote |
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 StockF1,F2,F8,F4,F7,F3,F5 | — | Oct 23, 2018 | C | 53,292 | D | — | — | Common Stock | 3,561,571 | 0 | I |
Explanation of responses
- F1This Form 4 is filed jointly by NB Alternatives Advisers LLC ("NBAA"), NB Crossroads XX - MC Holdings LP ("NB Crossroads XX LP"), NB Crossroads XXI - MC Holdings LP ("NB Crossroads XXI LP"), NB - Iowa's Public Universities LP ("NB IPU LP"), NB PEP Holdings Limited ("NB PEP"), NB RP Co-Investment & Secondary Fund LLC ("NB RP Co-Investment"), NB Sonoran Fund Limited Partnership ("NB Sonoran LP"), NB Strategic Co-Investment Partners II Holdings LP ("NB Co-Investment II Holdings"), NB Wildcats Fund LP ("NB Wildcats LP"), Neuberger Berman Insurance Fund Series Interests of the SALI Multi-Series Fund, L.P. ("NB SALI Series") and TfL Trustee Company Limited as Trustee of the TfL Pension Fund ("TfL Trustee") (collectively, the "Reporting Persons").
- F2To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the outstanding shares of SolarWinds Corporation (the "Issuer"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Neither the filing of this report nor anything herein shall be deemed an admission that any Reporting Person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, the beneficial owner of such securities.
- F3Immediately 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.
- F4Immediately 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.
- F5Consists of (i) 284,926 shares held directly by NB Crossroads XX LP, (ii) 106,847 shares held directly by NB Crossroads XXI LP, (iii) 71,231 shares held directly by NB IPU LP, (iv) 249,309 shares held directly by NB PEP, (v) 71,231 shares held directly by NB RP Co-Investment, (vi) 71,231 shares held directly by NB Sonoran LP, (vii) 2,136,945 shares held directly by NB Co-Investment II Holdings, (viii) 71,231 shares held directly by NB Wildcats LP, (ix) 142,463 shares held directly by NB SALI Series and (x) 356,157 shares held directly by TfL Trustee.
- F6Consists of (i) 444,076 shares held directly by NB Crossroads XX LP, (ii) 166,528 shares held directly by NB Crossroads XXI LP, (iii) 111,019 shares held directly by NB IPU LP, (iv) 388,566 shares held directly by NB PEP, (v) 111,019 shares held directly by NB RP Co-Investment, (vi) 111,019 shares held directly by NB Sonoran LP, (vii) 3,330,573 shares held directly by NB Co-Investment II Holdings, (viii) 111,019 shares held directly by NB Wildcats LP, (ix) 222,038 shares held directly by NB SALI Series and (x) 555,095 shares held directly by TfL Trustee.
- F7NBAA exercises dispositive and voting power with respect to the shares held by each of the other Reporting Persons and, as a result, may be deemed to beneficially own the shares held directly by NB Crossroads XX LP, NB Crossroads XXI LP, NB IPU LP, NB PEP, NB RP Co-Investment, NB Sonoran LP, NB Co-Investment II Holdings, NB Wildcats LP, NB SALI Series and TfL Trustee.
- F8Consists of (i) 4,263 shares held directly by NB Crossroads XX LP, (ii) 1,599 shares held directly by NB Crossroads XXI LP, (iii) 1,066 shares held directly by NB IPU LP, (iv) 3,730 shares held directly by NB PEP, (v) 1,066 shares held directly by NB RP Co-Investment, (vi) 1,066 shares held directly by NB Sonoran LP, (vii) 31,975 shares held directly by NB Co-Investment II Holdings, (viii) 1,066 shares held directly by NB Wildcats LP, (ix) 2,132 shares held directly by NB SALI Series and (x) 5,329 shares held directly by TfL Trustee.