SEC Form 4 · accession 0000904454-18-000684
SolarWinds Corp · SWI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
AM 2014 CO C.V.
Other
AlpInvest GA Co C.V.
Other
AlpInvest Mich B.V.
Other
AlpInvest GA B.V.
Other
Period of report
Oct 23, 2018
Accepted (ET)
Oct 24, 2018 · 5:21 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,F3,F2,F4,F5 | Oct 23, 2018 | C | 3,561,577 | — | A | 5,550,955 | 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 StockF6,F2,F5,F1,F3 | — | Oct 23, 2018 | C | 53,292 | D | — | — | Common Stock | 3,561,577 | 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.
- F3Consists of 42,739 shares held directly by AlpInvest GA CO C.V., 2,948,986 shares held directly by AlpInvest Partners Co-Investments 2014 I C.V., 477,963 shares held directly by AlpInvest Partners Co-Investments 2014 II C.V., and 91,889 shares held directly by AM 2014 CO C.V.
- F4Consists of 66,611 shares held directly by AlpInvest GA CO C.V., 4,596,192 shares held directly by AlpInvest Partners Co-Investments 2014 I C.V., 744,938 shares held directly by AlpInvest Partners Co-Investments 2014 II C.V., and 143,214 shares held directly by AM 2014 CO C.V.
- F5AlpInvest GA, B.V. is the general partner of AlpInvest GA Co C.V. AlpInvest Partners 2014 I B.V. is the general partner of AlpInvest Partners Co-Investments 2014 I C.V. AlpInvest Partners 2014 II B.V. is the general partner of AlpInvest Partners Co-Investment 2014 II C.V. AlpInvest Mich B.V. is the general partner of AM 2014 CO C.V. AlpInvest Partners B.V. is the managing director of each of AlpInvest GA B.V., AlpInvest Partners 2014 I B.V., AlpInvest Partners 2014 II B.V. and AlpInvest Mich B.V. (collectively, the "General Partners"). AlpInvest Partners B.V. may be deemed to exercise voting and dispositive power with respect to the shares held by AlpInvest GA CO C.V., AlpInvest Partners Co-Investments 2014 I C.V., AlpInvest Partners Co-Investments 2014 II C.V., and AM 2014 CO C.V. (collectively, the "Funds"). Each of AlpInvest Partners B.V. and the General Partners disclaims beneficial ownership of the shares owned by the Funds except to the extent of its pecuniary interest therein.
- F6Consists of 640 shares held directly by AlpInvest GA CO C.V., 44,126 shares held directly by AlpInvest Partners Co-Investments 2014 I C.V., 7,152 shares held directly by AlpInvest Partners Co-Investments 2014 II C.V., and 1,375 shares held directly by AM 2014 CO C.V.
Remarks
Remarks: 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.