SEC Form 4 · accession 0000899243-18-027457
SolarWinds Corp · SWI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James K. Lines
Director
Period of report
Oct 23, 2018
Accepted (ET)
Oct 25, 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 Stock | Oct 23, 2018 | A | 30,666 | $0.00 | A | 82,514 | D | |
| Common StockF2,F3 | Oct 23, 2018 | M | 3,157 | — | A | 85,671 | 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 StockF3 | — | Oct 23, 2018 | C | 50 | D | — | — | Common Stock | 3,157 | 0 | D |
Explanation of responses
- F1Represents restricted stock units awarded pursuant to the initial equity grant under the Issuer's non-employee director compensation policy that entitle the reporting person to receive one share of the Issuer's common stock per restricted stock unit upon vesting. The restricted stock units vest annually over four years with 25% of the restricted stock units vesting on each anniversary of the grant date, subject to continued service through each applicable date.
- F2Immediately 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.
- F3Immediately 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.