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*
(Street)
| 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)
| 5. 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 Beneficially Owned | |||
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| 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)(2) | 2,479,735 | I(3)(4) | See footnotes(3)(4) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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*
(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. This Form 3 is filed jointly by NB Alternatives Advisers LLC ("NBAA"), NB Crossroads XX - MC Holdings LP ("NB Crossroads XX LP"), NB Crossroads XXI - MC Holdings LP ("NB Crossroads XXI LP"), NB - Iowa's Public Universities LP ("NB IPU LP"), NB PEP Holdings Limited ("NB PEP"), NB RP Co-Investment & Secondary Fund LLC ("NB RP Co-Investment"), NB Sonoran Fund Limited Partnership ("NB Sonoran LP"), NB Strategic Co-Investment Partners II Holdings LP ("NB Co-Investment II Holdings"), NB Wildcats Fund LP ("NB Wildcats LP"), Neuberger Berman Insurance Fund Series Interests of the SALI Multi-Series Fund, L.P. ("NB SALI Series") and TfL Trustee Company Limited as Trustee of the TfL Pension Fund ("TfL Trustee") (collectively, the "Reporting Persons"). |
| 2. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same holdings. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the outstanding shares of N-able, Inc. (the "Issuer"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Neither the filing of this report nor anything herein shall be deemed an admission that any Reporting Person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, the beneficial owner of such securities. |
| 3. Consists of (i) 198,379 shares held directly by NB Crossroads XX LP, (ii) 74,392 shares held directly by NB Crossroads XXI LP, (iii) 49,595 shares held directly by NB IPU LP, (iv) 173,581 shares held directly by NB PEP, (v) 49,595 shares held directly by NB RP Co-Investment, (vi) 49,595 shares held directly by NB Sonoran LP, (vii) 1,487,841 shares held directly by NB Co-Investment II Holdings, (viii) 49,595 shares held directly by NB Wildcats LP, (ix) 99,189 shares held directly by NB SALI Series and (x) 247,973 shares held directly by TfL Trustee. |
| 4. NBAA exercises dispositive and voting power with respect to the shares held by each of the other Reporting Persons and, as a result, may be deemed to beneficially own the shares held directly by NB Crossroads XX LP, NB Crossroads XXI LP, NB IPU LP, NB PEP, NB RP Co-Investment, NB Sonoran LP, NB Co-Investment II Holdings, NB Wildcats LP, NB SALI Series and TfL Trustee. |
| Remarks: |
| Form 1 of 2 |
| /s/ NB Alternatives Advisers LLC, By: Christian Neira, Managing Director | 07/28/2021 | |
| /s/ NB Crossroads XX - MC Holdings LP, By: Jacquelyn Wang, Authorized Signatory | 07/28/2021 | |
| /s/ NB Crossroads XXI - MC Holdings LP, By: Jacquelyn Wang, Authorized Signatory | 07/28/2021 | |
| /s/ NB - Iowa's Public Universities LP, By: Jacquelyn Wang, Authorized Signatory | 07/28/2021 | |
| /s/ NB PEP Holdings Limited, By: Christian Neira, Authorized Signatory | 07/28/2021 | |
| /s/ NB RP Co-Investment & Secondary Fund LLC, By: Jacquelyn Wang, Authorized Signatory | 07/28/2021 | |
| /s/ NB Sonoran Fund Limited Partnership, By: Jacquelyn Wang, Authorized Signatory | 07/28/2021 | |
| /s/ NB Wildcats Fund LP, By: Jacquelyn Wang, Authorized Signatory | 07/28/2021 | |
| ** 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 5 (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. | ||