Brent R Nicklas Form 3 N-able / Brent R Nicklas 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)

399 PARK AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/19/2021

3. Issuer Name and Ticker or Trading Symbol
N-able, Inc. [ NABL ]

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)
Common Stock	1,239,867	D(1)

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

1. Name and Address of Reporting Person^*

Lexington Co-Investment Holdings III, L.P.

(Last) (First) (Middle)

399 PARK AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lexington Partners Advisors Holdings GP L.L.C.

(Last) (First) (Middle)

399 PARK AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lexington Partners Advisors Holdings L.P.

(Last) (First) (Middle)

399 PARK AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lexington Partners Advisors GP L.L.C.

(Last) (First) (Middle)

399 PARK AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lexington Partners L.P.

(Last) (First) (Middle)

399 PARK AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CIP Partners GP III LLC

(Last) (First) (Middle)

399 PARK AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CIP Partners III, L.P.

(Last) (First) (Middle)

399 PARK AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Nicklas Brent R

(Last) (First) (Middle)

399 PARK AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. 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.

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 dated as of July 19, 2021 entered into by the Reporting Persons in connection with a distribution of shares of Common Stock by SolarWinds Corporation ("SolarWinds") to holders of SolarWinds common stock, 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	07/29/2021
	By: /s/ Thomas Giannetti, CFO of LPAH GP	07/29/2021
	By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH	07/29/2021
	By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA	07/29/2021
	By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA, the GP of LP	07/29/2021
	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	07/29/2021
	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	07/29/2021
	Brent R. Nicklas By: /s/ Thomas Giannetti, Attorney-in-Fact for Brent R. Nicklas	07/29/2021
	** Signature of Reporting Person	Date
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