SEC Form 4 · accession 0000899243-18-027389
SolarWinds Corp · SWI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F6 | Oct 23, 2018 | C | 62,370,923 | — | A | 97,209,272 | I | Held through Silver Lake Partners IV, L.P. |
| Common StockF1,F2,F4,F6 | Oct 23, 2018 | C | 1,025,143 | — | A | 1,597,754 | I | Held through Silver Lake Technology Investors IV, L.P. |
| Common StockF1,F2,F5,F6 | Oct 23, 2018 | C | 24,931,036 | — | A | 38,856,695 | I | Held through SLP Aurora Co-Invest, L.P. |
| Common StockF6,F8 | Oct 23, 2018 | A | 91,998 | $0.00 | A | 91,998 | I | See footnotes |
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,F6,F1 | — | Oct 23, 2018 | C | 62,370,923 | D | — | — | Common Stock | 62,370,923 | 0 | I |
| Class A Common StockF2,F4,F6,F1 | — | Oct 23, 2018 | C | 1,025,143 | D | — | — | Common Stock | 1,025,143 | 0 | I |
| Class A Common StockF2,F5,F6,F1 | — | Oct 23, 2018 | C | 24,931,036 | D | — | — | Common Stock | 24,931,036 | 0 | I |
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.
- F3These securities are directly held by Silver Lake Partners IV, L.P. ("SLP IV"). The general partner of SLP IV is Silver Lake Technology Associates IV, L.P. ("SLTA IV"), and the general partner of SLTA IV is SLTA IV (GP), L.L.C. ("SLTA IV GP").
- F4These securities are directly held by Silver Lake Technology Investors IV, L.P. ("SLTI IV"). The general partner of SLTI IV is SLTA IV, and the general partner of SLTA IV is SLTA IV GP.
- F5These securities are directly held by SLP Aurora Co-Invest, L.P. ("SLP Aurora"). The general partner of SLP Aurora is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP").
- F6Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP and SLTA IV GP. Kenneth Y. Hao, Michael J. Bingle and Jason White serve as directors of the Issuer and are executives of SLG. Each of SLP IV, SLTI IV, SLTA IV, SLTA IV GP, SLP Aurora, SLP Denali GP, SLTA III, SLTA III GP and SLG may be deemed to be a director by deputization of the Issuer. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- F7Represents a grant to each of Messrs. Bingle, Hao and White of 30,666 restricted stock units, as part of the Issuer's non-employee director compensation program. These restricted stock units will vest over a period of four years from the date of grant, subject to the director's continued service through the vesting dates.
- F8These securities are held by Messers. Bingle, Hao and White for the benefit of one or more of the Reporting Persons and/or certain of their affiliates or certain of the funds they manage ("Silver Lake"). Pursuant to Silver Lake's policies with respect to director compensation, upon the sale of these securities, the proceeds from each sale will be expected to be remitted to Silver Lake and/or its limited partners.
Remarks
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. As required, this Form 4 reports all direct and indirect holdings of the Reporting Persons, including the indirect holdings through SLP Aurora, which is not included as a Reporting Person on this Form 4, because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system. SLP Aurora and SLP Denali GP have filed a separate Form 4, in which the direct and indirect transactions and holdings of those entities are separately reported, in addition to being reported on this Form 4.