Brent R Nicklas Form 3 SolarWinds / Partners Advisors Holdings GP L.L.C. Lexington ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lexington Co-Investment Holdings III, L.P.

(Last) (First) (Middle)

660 MADISON AVENUE, 23RD FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/19/2018

3. Issuer Name and Ticker or Trading Symbol
SolarWinds Corp [ SWI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock(1)	994,690	I(2)	See footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Common Stock	(3)	(3)	Common Stock(1)	1,780,788(4)	(3)	I(2)	See footnote(2)

1. Name and Address of Reporting Person^*

Lexington Co-Investment Holdings III, L.P.

(Last) (First) (Middle)

660 MADISON AVENUE, 23RD FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lexington Partners Advisors Holdings GP L.L.C.

(Last) (First) (Middle)

MADISON AVENUE, 23RD FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lexington Partners Advisors Holdings L.P.

(Last) (First) (Middle)

660 MADISON AVENUE, 23RD FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lexington Partners Advisors GP L.L.C.

(Last) (First) (Middle)

660 MADISON AVENUE, 23RD FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lexington Partners L.P.

(Last) (First) (Middle)

660 MADISON AVENUE, 23RD FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CIP Partners GP III LLC

(Last) (First) (Middle)

660 MADISON AVENUE, 23RD FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CIP Partners III, L.P.

(Last) (First) (Middle)

660 MADISON AVENUE, 23RD FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Nicklas Brent R

(Last) (First) (Middle)

660 MADISON AVENUE, 23RD FLOOR

(Street)

NEW YORK NY 10065

(City) (State) (Zip)

Explanation of Responses:

1. Immediately 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 will be reclassified into one share of Common Stock.

2. The 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.

3. Immediately prior to completion of the Issuer's initial public offering, each outstanding share of Class A Common Stock will automatically convert 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. The liquidation value for each share of Class A Common Stock is equal to $1,000 plus accrued but unpaid dividends on such share of Class A Common Stock through October 18, 2018.

4. Represents the number of shares of Common Stock to be received upon the conversion of the Class A Common Stock into Class B Common Stock and the reclassification of the Class B Common Stock into Common Stock.

Remarks:

Exhibit 24.1 Power of Attorney (incorporated by reference to Exhibit 99.B to the Schedule 13G filed with respect to the common units of KKR & Co. L.P. on behalf of Brent R. Nicklas and others, dated 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.

	By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA, the GP of LP, the managing member of CIP GP, the GP of CIP LP, the GP of LCI	10/19/2018
	By: /s/ Thomas Giannetti, CFO of LPAH GP	10/19/2018
	By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH	10/19/2018
	By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA	10/19/2018
	By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA, the GP of LP	10/19/2018
	By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA, the GP of LP, the managing member of CIP GP	10/19/2018
	By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA, the GP of LP, the managing member of CIP GP, the GP of CIP LP	10/19/2018
	Brent R. Nicklas, By: /s/ Thomas Giannetti, Attorney-in-Fact for Brent R. Nicklas	10/19/2018
	** Signature of Reporting Person	Date
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