SEC Form 4 · accession 0000899243-18-027355
SolarWinds Corp · SWI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Brent R Nicklas
Other
Period of report
Oct 23, 2018
Accepted (ET)
Oct 24, 2018 · 4:20 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 | Oct 23, 2018 | C | 1,780,788 | — | A | 2,775,478 | 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,F3,F1 | — | Oct 23, 2018 | C | 26,646 | D | — | — | Common Stock | 1,780,788 | 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.
- F3The reported securities are held directly by Lexington Co-Investment Holdings III, L.P. ("LCI"). CIP Partners III, L.P. ("CIP LP") is the general partner of LCI. CIP Partners GP III LLC ("CIP GP") is the general partner of CIP LP. Lexington Partners L.P. ("LP") is the managing member of CIP GP. Lexington Partners Advisors GP L.L.C. ("LPA") is the general partner of LP. Lexington Partners Advisors Holdings L.P. ("LPAH") is the sole member of LPA. Lexington Partners Advisors Holdings GP L.L.C. ("LPAH GP") is the general partner of LPAH. Ultimate voting and dispositive power of LPAH GP is exercised by Brent R. Nicklas who disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein.
Remarks
Exhibit 24.1 Power of Attorney (incorporated by reference to Exhibit 99.B filed with Schedule 13G on behalf of Brent R. Nicklas on March 21, 2012) By virtue of a stockholders' agreement entered into by the Reporting Persons in connection with the Issuer's initial public offering, the Reporting Persons may be deemed to be members of a group which holds in the aggregate more than 10% of the Issuer's stock.