SolarWinds (SWI) Form 3 Initial statement of insider ownership

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^*

NB Alternatives Advisers LLC

(Last) (First) (Middle)

325 N. SAINT PAUL STREET, SUITE 4900

(Street)

DALLAS TX 75201

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

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)(2)(3)	1,989,381(4)	I(5)	See footnote(5)

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(1)(2)	(6)	(6)	Common Stock(3)	3,561,571(7)	(6)	I(5)	See footnote(5)

1. Name and Address of Reporting Person^*

NB Alternatives Advisers LLC

(Last) (First) (Middle)

325 N. SAINT PAUL STREET, SUITE 4900

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NB Crossroads XX - MC Holdings LP

(Last) (First) (Middle)

325 N. SAINT PAUL STREET, SUITE 4900

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NB Crossroads XXI - MC Holdings LP

(Last) (First) (Middle)

325 N. SAINT PAUL STREET, SUITE 4900

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NB - Iowa's Public Universities LP

(Last) (First) (Middle)

325 N. SAINT PAUL STREET, SUITE 4900

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NB PEP Holdings Ltd

(Last) (First) (Middle)

325 N. SAINT PAUL STREET, SUITE 4900

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NB RP Co-Investment & Secondary Fund LLC

(Last) (First) (Middle)

325 N. SAINT PAUL STREET, SUITE 4900

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NB Sonoran Fund Limited Partnership

(Last) (First) (Middle)

325 N. SAINT PAUL STREET, SUITE 4900

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NB Wildcats Fund LP

(Last) (First) (Middle)

325 N. SAINT PAUL STREET, SUITE 4900

(Street)

DALLAS TX 75201

(City) (State) (Zip)

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 SolarWinds Corporation (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. 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.

4. Consists of (i) 159,150 shares held directly by NB Crossroads XX LP, (ii) 59,681 shares held directly by NB Crossroads XXI LP, (iii) 39,788 shares held directly by NB IPU LP, (iv) 139,257 shares held directly by NB PEP, (v) 39,788 shares held directly by NB RP Co-Investment, (vi) 39,788 shares held directly by NB Sonoran LP, (vii) 1,193,628 shares held directly by NB Co-Investment II Holdings, (viii) 39,788 shares held directly by NB Wildcats LP, (ix) 79,575 shares held directly by NB SALI Series and (x) 198,938 shares held directly by TfL Trustee.

5. 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.

6. 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 of 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.

7. 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 (i) 284,926 shares held directly by NB Crossroads XX LP, (ii) 106,847 shares held directly by NB Crossroads XXI LP, (iii) 71,231 shares held directly by NB IPU LP, (iv) 249,309 shares held directly by NB PEP, (v) 71,231 shares held directly by NB RP Co-Investment, (vi) 71,231 shares held directly by NB Sonoran LP, (vii) 2,136,945 shares held directly by NB Co-Investment II Holdings, (viii) 71,231 shares held directly by NB Wildcats LP, (ix) 142,463 shares held directly by NB SALI Series and (x) 356,157 shares held directly by TfL Trustee.

Remarks:

	/s/ NB Alternatives Advisers LLC, By: Blake Rice, Managing Director	10/19/2018
	/s/ NB Crossroads XX - MC Holdings LP, By: Jacquelyn Wang, Authorized Signatory	10/19/2018
	/s/ NB Crossroads XXI - MC Holdings LP, By: Jacquelyn Wang, Authorized Signatory	10/19/2018
	/s/ NB - Iowa's Public Universities LP, By: Jacquelyn Wang, Authorized Signatory	10/19/2018
	/s/ NB PEP Holdings Limited, By: Blake Rice, Authorized Signatory	10/19/2018
	/s/ NB RP Co-Investment & Secondary Fund LLC, By: Jacquelyn Wang, Authorized Signatory	10/19/2018
	/s/ NB Sonoran Fund Limited Partnership, By: Jacquelyn Wang, Authorized Signatory	10/19/2018
	/s/ NB Wildcats Fund LP, By: Jacquelyn Wang, Authorized Signatory	10/19/2018
	** Signature of Reporting Person	Date
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