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SC 13G Filing
SolarWinds (SWI) SC 13GSolarWinds Corp
Filed: 13 Feb 19, 4:28pm
SolarWinds Corporation |
(Name of Issuer) |
Common stock, par value $0.001 |
(Title of Class of Securities) |
83417Q105 |
(CUSIP Number) |
December 31, 2018 |
(Date of Event which Requires Filing of this Statement) |
[ ] | Rule 13d-1(b) |
[ ] | Rule 13d-1(c) |
[X] | Rule 13d-1(d) |
* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
1. | NAME OF REPORTING PERSON AlpInvest GA B.V. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] | ||
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 66,611 (See Item 4) | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 66,611 (See Item 4) | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 66,611 (See Item 4) | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% (See Item 4) | ||
12. | TYPE OF REPORTING PERSON CO |
1. | NAME OF REPORTING PERSON AlpInvest GA CO C.V. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] | ||
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 66,611 (See Item 4) | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 66,611 (See Item 4) | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 66,611 (See Item 4) | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% (See Item 4) | ||
12. | TYPE OF REPORTING PERSON PN |
1. | NAME OF REPORTING PERSON AlpInvest Partners 2014 I B.V. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] | ||
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 4,596,192 (See Item 4) | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 4,596,192 (See Item 4) | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,596,192 (See Item 4) | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.5% (See Item 4) | ||
12. | TYPE OF REPORTING PERSON |
1. | NAME OF REPORTING PERSON AlpInvest Partners Co-Investments 2014 I C.V. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] | ||
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 4,596,192 (See Item 4) | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 4,596,192 (See Item 4) | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,596,192 (See Item 4) | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.5% (See Item 4) | ||
12. | TYPE OF REPORTING PERSON PN |
1. | NAME OF REPORTING PERSON AlpInvest Partners 2014 II B.V. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] | ||
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 744,938 (See Item 4) | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 744,938 (See Item 4) | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 744,938 (See Item 4) | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% (See Item 4) | ||
12. | TYPE OF REPORTING PERSON CO |
1. | NAME OF REPORTING PERSON AlpInvest Partners Co-Investments 2014 II C.V. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] | ||
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 744,938 (See Item 4) | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 744,938 (See Item 4) | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 744,938 (See Item 4) | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% (See Item 4) | ||
12. | TYPE OF REPORTING PERSON PN |
1. | NAME OF REPORTING PERSON AlpInvest Mich B.V. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] | ||
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 143,214 (See Item 4) | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 143,214 (See Item 4) | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 143,214 (See Item 4) | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% (See Item 4) | ||
12. | TYPE OF REPORTING PERSON CO |
1. | NAME OF REPORTING PERSON AM 2014 CO C.V. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] | ||
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 143,214 (See Item 4) | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 143,214 (See Item 4) | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 143,214 (See Item 4) | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% (See Item 4) | ||
12. | TYPE OF REPORTING PERSON PN |
1. | NAME OF REPORTING PERSON AlpInvest Partners B.V. | ||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] | ||
3. | SEC USE ONLY | ||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 5,550,955 (See Item 4) | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 5,550,955 (See Item 4) | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,550,955 (See Item 4) | ||
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.8% (See Item 4) | ||
12. | TYPE OF REPORTING PERSON CO |
Item 1(a) | Name of Issuer: |
Item 1(b) | Address of Issuer’s Principal Executive Offices: |
Item 2(a) | Name of Person Filing: |
Item 2(b) | Address of Principal Business Office or, if none, Residence: |
Item 2(c) | Citizenship: |
Item 2(d) | Title of Class of Securities: |
Item 2(e) | CUSIP Number: |
Item 3 | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
(b) | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c) | [ ] | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d) | [ ] | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
(e) | [ ] | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | ||
(f) | [ ] | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
(g) | [ ] | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). | ||
(h) | [ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
(i) | [ ] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
(j) | [ ] | Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). | ||
(k) | [ ] | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
Item 4 | Ownership: |
(a) | Amount beneficially owned: In the aggregate, the Reporting Persons beneficially own 5,550,955 shares of Common Stock, consisting of 66,611 shares held directly by AlpInvest GA CO C.V., 4,596,192 shares held directly by AlpInvest Partners Co-Investments 2014 I C.V., 744,938 shares held directly by AlpInvest Partners Co-Investments 2014 II C.V., and 143,214 shares held directly by AM 2014 CO C.V. |
(b) | Percent of class: In the aggregate, the Reporting Persons beneficially own 5,550,955 shares of Common Stock, or 1.8% of the total number of shares outstanding. |
(c) | Number of shares as to which such person has: |
(i) | sole power to vote or to direct the vote: See Item 5 on the cover pages hereto. |
(ii) | shared power to vote or to direct the vote: See Item 6 on the cover pages hereto. |
(iii) | sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto. |
(iv) | shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto. |
Item 5 | Ownership of Five Percent or Less of a Class: |
Item 6 | Ownership of More Than Five Percent on Behalf of Another Person: |
Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
Item 8 | Identification and Classification of Members of the Group: |
Item 9 | Notice of Dissolution of Group: |
Item 10 | Certification: |
ALPINVEST GA B.V. | |||
By: | AlpInvest Partners B.V. | ||
Its: | Managing Director | ||
By: | /s/ Patrick de van der Schueren | ||
Name: | Patrick de van der Schueren | ||
Title: | Authorized Signatory | ||
By: | /s/ Marc Rademakers | ||
Name: | Marc Rademakers | ||
Title: | Authorized Signatory | ||
ALPINVEST GA CO C.V. | |||
By: | AlpInvest GA B.V. | ||
Its: | General Partner | ||
By: | AlpInvest Partners B.V. | ||
Its: | Managing Director | ||
By: | /s/ Patrick de van der Schueren | ||
Name: | Patrick de van der Schueren | ||
Title: | Authorized Signatory | ||
By: | /s/ Marc Rademakers | ||
Name: | Marc Rademakers | ||
Title: | Authorized Signatory | ||
ALPINVEST PARTNERS 2014 I B.V. | |||
By: | AlpInvest Partners B.V. | ||
Its: | Managing Director | ||
By: | /s/ Patrick de van der Schueren | ||
Name: | Patrick de van der Schueren | ||
Title: | Authorized Signatory | ||
By: | /s/ Marc Rademakers | ||
Name: | Marc Rademakers | ||
Title: | Authorized Signatory |
ALPINVEST PARTNERS CO-INVESTMENTS 2014 I C.V. | |||
By: | AlpInvest Partners 2014 I B.V. | ||
Its: | General Partner | ||
By: | AlpInvest Partners B.V. | ||
Its: | Managing Director | ||
By: | /s/ Patrick de van der Schueren | ||
Name: | Patrick de van der Schueren | ||
Title: | Authorized Signatory | ||
By: | /s/ Marc Rademakers | ||
Name: | Marc Rademakers | ||
Title: | Authorized Signatory | ||
ALPINVEST PARTNERS 2014 II B.V. | |||
By: | AlpInvest Partners B.V. | ||
Its: | Managing Director | ||
By: | /s/ Patrick de van der Schueren | ||
Name: | Patrick de van der Schueren | ||
Title: | Authorized Signatory | ||
By: | /s/ Marc Rademakers | ||
Name: | Marc Rademakers | ||
Title: | Authorized Signatory | ||
ALPINVEST PARTNERS CO-INVESTMENTS 2014 II C.V. | |||
By: | AlpInvest Partners 2014 II B.V. | ||
Its: | General Partner | ||
By: | AlpInvest Partners B.V. | ||
Its: | Managing Director | ||
By: | /s/ Patrick de van der Schueren | ||
Name: | Patrick de van der Schueren | ||
Title: | Authorized Signatory | ||
By: | /s/ Marc Rademakers | ||
Name: | Marc Rademakers | ||
Title: | Authorized Signatory | ||
ALPINVEST MICH B.V. | |||
By: | AlpInvest Partners B.V. | ||
Its: | Managing Director | ||
By: | /s/ Patrick de van der Schueren | ||
Name: | Patrick de van der Schueren | ||
Title: | Authorized Signatory | ||
By: | /s/ Marc Rademakers | ||
Name: | Marc Rademakers | ||
Title: | Authorized Signatory | ||
AM 2014 CO C.V. | |||
By: | AlpInvest Mich B.V. | ||
Its: | General Partner | ||
By: | AlpInvest Partners B.V. | ||
Its: | Managing Director | ||
By: | /s/ Patrick de van der Schueren | ||
Name: | Patrick de van der Schueren | ||
Title: | Authorized Signatory | ||
By: | /s/ Marc Rademakers | ||
Name: | Marc Rademakers | ||
Title: | Authorized Signatory | ||
ALPINVEST PARTNERS B.V. | |||
By: | /s/ Patrick de van der Schueren | ||
Name: | Patrick de van der Schueren | ||
Title: | Authorized Signatory | ||
By: | /s/ Marc Rademakers | ||
Name: | Marc Rademakers | ||
Title: | Authorized Signatory | ||
ALPINVEST GA B.V. | |||
By: | AlpInvest Partners B.V. | ||
Its: | Managing Director | ||
By: | /s/ Patrick de van der Schueren | ||
Name: | Patrick de van der Schueren | ||
Title: | Authorized Signatory | ||
By: | /s/ Marc Rademakers | ||
Name: | Marc Rademakers | ||
Title: | Authorized Signatory | ||
ALPINVEST GA CO C.V. | |||
By: | AlpInvest GA B.V. | ||
Its: | General Partner | ||
By: | AlpInvest Partners B.V. | ||
Its: | Managing Director | ||
By: | /s/ Patrick de van der Schueren | ||
Name: | Patrick de van der Schueren | ||
Title: | Authorized Signatory | ||
By: | /s/ Marc Rademakers | ||
Name: | Marc Rademakers | ||
Title: | Authorized Signatory | ||
ALPINVEST PARTNERS 2014 I B.V. | |||
By: | AlpInvest Partners B.V. | ||
Its: | Managing Director | ||
By: | /s/ Patrick de van der Schueren | ||
Name: | Patrick de van der Schueren | ||
Title: | Authorized Signatory | ||
By: | /s/ Marc Rademakers | ||
Name: | Marc Rademakers | ||
Title: | Authorized Signatory |
ALPINVEST PARTNERS CO-INVESTMENTS 2014 I C.V. | |||
By: | AlpInvest Partners 2014 I B.V. | ||
Its: | General Partner | ||
By: | AlpInvest Partners B.V. | ||
Its: | Managing Director | ||
By: | /s/ Patrick de van der Schueren | ||
Name: | Patrick de van der Schueren | ||
Title: | Authorized Signatory | ||
By: | /s/ Marc Rademakers | ||
Name: | Marc Rademakers | ||
Title: | Authorized Signatory | ||
ALPINVEST PARTNERS 2014 II B.V. | |||
By: | AlpInvest Partners B.V. | ||
Its: | Managing Director | ||
By: | /s/ Patrick de van der Schueren | ||
Name: | Patrick de van der Schueren | ||
Title: | Authorized Signatory | ||
By: | /s/ Marc Rademakers | ||
Name: | Marc Rademakers | ||
Title: | Authorized Signatory | ||
ALPINVEST PARTNERS CO-INVESTMENTS 2014 II C.V. | |||
By: | AlpInvest Partners 2014 II B.V. | ||
Its: | General Partner | ||
By: | AlpInvest Partners B.V. | ||
Its: | Managing Director | ||
By: | /s/ Patrick de van der Schueren | ||
Name: | Patrick de van der Schueren | ||
Title: | Authorized Signatory | ||
By: | /s/ Marc Rademakers | ||
Name: | Marc Rademakers | ||
Title: | Authorized Signatory | ||
ALPINVEST MICH B.V. | |||
By: | AlpInvest Partners B.V. | ||
Its: | Managing Director | ||
By: | /s/ Patrick de van der Schueren | ||
Name: | Patrick de van der Schueren | ||
Title: | Authorized Signatory | ||
By: | /s/ Marc Rademakers | ||
Name: | Marc Rademakers | ||
Title: | Authorized Signatory | ||
AM 2014 CO C.V. | |||
By: | AlpInvest Mich B.V. | ||
Its: | General Partner | ||
By: | AlpInvest Partners B.V. | ||
Its: | Managing Director | ||
By: | /s/ Patrick de van der Schueren | ||
Name: | Patrick de van der Schueren | ||
Title: | Authorized Signatory | ||
By: | /s/ Marc Rademakers | ||
Name: | Marc Rademakers | ||
Title: | Authorized Signatory | ||
ALPINVEST PARTNERS B.V. | |||
By: | /s/ Patrick de van der Schueren | ||
Name: | Patrick de van der Schueren | ||
Title: | Authorized Signatory | ||
By: | /s/ Marc Rademakers | ||
Name: | Marc Rademakers | ||
Title: | Authorized Signatory | ||