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) 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)
| 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) |
| Class B Common Stock(1) | 40,185,472(2) | I(3) | See footnote(3) |
| 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 | ||||
| Class A Common Stock | (4) | (4) | Common Stock(1) | 71,943,846(5) | (4) | I(3) | See footnote(3) |
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. 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. Consists of 13,108,022 shares held directly by Thoma Bravo Fund XI, L.P. ("TB Fund XI"), 6,583,172 shares held directly by Thoma Bravo Fund XI-A, L.P. ("TB Fund XI-A"), 289,176 shares held directly by Thoma Bravo Executive Fund XI, L.P. ("TB Exec Fund XI"), 6,481,919 shares held directly by Thoma Bravo Fund XII, L.P. ("TB Fund XII"), 5,732,435 shares held directly by Thoma Bravo Fund XII-A, L.P. ("TB Fund XII-A"), 63,435 shares held directly by Thoma Bravo Executive Fund XII, L.P. ("TB Exec Fund XII"), 56,367 shares held directly by Thoma Bravo Executive Fund XII-A, L.P. ("TB Exec Fund XII-A"), 5,298,642 shares held directly by Thoma Bravo Special Opportunities Fund II, L.P. ("TB SOF II") and 2,572,304 shares held directly by Thoma Bravo Special Opportunities Fund II-A, L.P. ("TB SOF II-A"). |
| 3. 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, LLC ("TB, LLC") is the general partner of each of TB Partners XI and TB Partners XII. By virtue of the relationships described in this footnote, TB, LLC 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 SOF II and TB SOF II-A. Each of TB Partners XI, TB Partners XII and TB, LLC 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. |
| 4. 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 $19.00. 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. In addition, the shares of the Issuer's Class A Common Stock are 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. |
| 5. 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. Consists of 23,454,308 shares held directly by TB Fund XI, 11,779,333 shares held directly by TB Fund XI-A, 517,424 shares held directly by TB Exec Fund XI, 11,604,548 shares held directly by TB Fund XII, 10,262,749 shares held directly by TB Fund XII-A, 113,566 shares held directly by TB Exec Fund XII, 100,913 shares held directly by TB Exec Fund XII-A, 9,499,388 shares held directly by TB SOF II and 4,611,617 shares held directly by TB SOF II-A. |
| Remarks: |
| Power of Attorney attached as Exhibit 24.1. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, TB SOF II and TB SOF II-A have filed a separate Form 3. The holdings of such entities are also reported on this Form 3. Form 1 of 2. |
| /s/ Seth Boro, Managing Partner of Thoma Bravo, LLC | 10/19/2018 | |
| /s/ Seth Boro, Managing Partner of Thoma Bravo, LLC, the General Partner of Thoma Bravo Partners XI, L.P. | 10/19/2018 | |
| /s/ Seth Boro, Managing Partner of Thoma Bravo, LLC, the GP of Thoma Bravo Partners XI, L.P., the GP of Thoma Bravo Fund XI, L.P. | 10/19/2018 | |
| /s/ Seth Boro, Managing Partner of Thoma Bravo, LLC, the GP of Thoma Bravo Partners XI, L.P., the GP of Thoma Bravo Fund XI-A, L.P. | 10/19/2018 | |
| /s/ Seth Boro, Managing Partner of Thoma Bravo, LLC, the GP of Thoma Bravo Partners XI, L.P., the GP of Thoma Bravo Executive Fund XI, L.P. | 10/19/2018 | |
| /s/ Seth Boro, Managing Partner of Thoma Bravo, LLC, the General Partner of Thoma Bravo Partners XII, L.P. | 10/19/2018 | |
| /s/ Seth Boro, Managing Partner of Thoma Bravo, LLC, the GP of Thoma Bravo Partners XII, L.P., the GP of Thoma Bravo Fund XII, L.P. | 10/19/2018 | |
| /s/ Seth Boro, Managing Partner of Thoma Bravo, LLC, the GP of Thoma Bravo Partners XII, L.P., the GP of Thoma Bravo Fund XII-A, L.P. | 10/19/2018 | |
| /s/ Seth Boro, Managing Partner of Thoma Bravo, LLC, the GP of Thoma Bravo Partners XII, L.P., the GP of Thoma Bravo Executive Fund XII, L.P. | 10/19/2018 | |
| /s/ Seth Boro, Managing Partner of Thoma Bravo, LLC, the GP of Thoma Bravo Partners XII, L.P., the GP of Thoma Bravo Executive Fund XII-A, L.P. | 10/19/2018 | |
| ** 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. | ||