SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SolarWinds Corp [ SWI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/07/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/07/2020 | S | 5,839,157(1) | D | $21.97(2) | 100,181,291(3) | I | See footnote(4)(5) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Consists of 1,903,990 shares held directly by Thoma Bravo Fund XI, L.P. ("TB Fund XI"), 956,231 shares held directly by Thoma Bravo Fund XI-A, L.P. ("TB Fund XI-A"), 42,004 shares held directly by Thoma Bravo Executive Fund XI, L.P. ("TB Exec Fund XI"), 941,857 shares held directly by Thoma Bravo Fund XII, L.P. ("TB Fund XII"), 832,953 shares held directly by Thoma Bravo Fund XII-A, L.P. ("TB Fund XII-A"), 9,217 shares held directly by Thoma Bravo Executive Fund XII, L.P. ("TB Exec Fund XII"), 8,190 shares held directly by Thoma Bravo Executive Fund XII-A, L.P. ("TB Exec Fund XII-A"), 770,611 shares held directly by Thoma Bravo Special Opportunities Fund II, L.P. ("TB SOF II") and 374,104 shares held directly by Thoma Bravo Special Opportunities Fund II-A, L.P. ("TB SOF II-A"). |
| 2. On December 7, 2020, each of the foregoing reporting persons entered in a Stock Purchase Agreement to sell shares of common stock at a price of $21.97 per share, subject to potential adjustment under certain circumstances. |
| 3. Consists of 32,666,403 shares held directly by TB Fund XI, 16,405,874 shares held directly by TB Fund XI-A, 720,652 shares held directly by TB Exec Fund XI, 16,159,250 shares held directly by TB Fund XII, 14,290,803 shares held directly by TB Fund XII-A, 158,141 shares held directly by TB Exec Fund XII, 140,521 shares held directly by TB Exec Fund XII-A, 13,221,214 shares held directly by TB SOF II and 6,418,433 shares held directly by TB SOF II-A. |
| 4. Thoma Bravo Partners XI, L.P. ("TB Partners XI") is the general partner of each of TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB SOF II and TB SOF II-A. Thoma Bravo Partners XII, L.P. ("TB Partners XII") is the general partner of each of TB Fund XII, TB Fund XII-A, TB Exec Fund XII and TB Exec Fund XII-A. Thoma Bravo UGP, LLC ("TB UGP") is the ultimate managing member of each of TB Partners XI and TB Partners XII. By virtue of the relationships described in this footnote, TB UGP may be deemed to exercise voting and dispositive power with respect to the shares held by TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB Fund XII, TB Fund XII-A, TB Exec Fund XII, TB Exec Fund XII-A, TB SOF II and TB SOF II-A. |
| 5. (Continued from footnote 4) Each of TB Partners XI, TB Partners XII and TB UGP disclaims beneficial ownership of the shares owned by TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB Fund XII, TB Fund XII-A, TB Exec Fund XII, TB Exec Fund XII-A, TB SOF II and TB SOF II-A except to the extent of its pecuniary interest therein. |
| Remarks: |
| The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, TB SOF II and TB SOF II-A have filed a separate Form 4. The holdings of such entities are also reported on this Form 4. |
| Thoma Bravo UGP, LLC by /s/ Bradley Reed, Attorney-in-Fact | 12/09/2020 | |
| Thoma Bravo Partners XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact | 12/09/2020 | |
| Thoma Bravo Fund XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact | 12/09/2020 | |
| Thoma Bravo Fund XI-A, L.P. by /s/ Bradley Reed, Attorney-in-Fact | 12/09/2020 | |
| Thoma Bravo Executive Fund XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact | 12/09/2020 | |
| Thoma Bravo Partners XII, L.P. by /s/ Bradley Reed, Attorney-in-Fact | 12/09/2020 | |
| Thoma Bravo Fund XII, L.P. by /s/ Bradley Reed, Attorney-in-Fact | 12/09/2020 | |
| Thoma Bravo Fund XII-A, L.P. by /s/ Bradley Reed, Attorney-in-Fact | 12/09/2020 | |
| Thoma Bravo Executive Fund XII, L.P. by /s/ Bradley Reed, Attorney-in-Fact | 12/09/2020 | |
| Thoma Bravo Executive Fund XII-A, L.P. by /s/ Bradley Reed, Attorney-in-Fact | 12/09/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||