SolarWinds SC 13G/A Beneficial ownership report (amended)

SolarWinds (SWI) SC 13G/ABeneficial ownership report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

SolarWinds Corporation

(Name of Issuer)

Common stock, par value $0.001 per share

(Title of Class of Securities)

83417Q105

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

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.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


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All percentages calculated in this Schedule 13G are based upon an aggregate of 311,180,888 shares of common stock outstanding as reported in the Issuer’s Quarterly Report onForm 10-Q filed with the Securities and Exchange Commission (the “Commission”) on November 7, 2019.


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Item 1.

(a)

Name of Issuer

SolarWinds Corporation (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices

7171 Southwest Parkway

Building 400

Austin, Texas 78735

Item 2.

(a)

Name of Person Filing

This Schedule 13G is being jointly filed by and on behalf of each of the following persons pursuant toRule 13d-1(k) promulgated by the Commission pursuant to Section 13 of the Act: 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 RPCo-Investment & Secondary Fund LLC (“NB RPCo-Investment”), NB Sonoran Fund Limited Partnership (“NB Sonoran LP”), NB StrategicCo-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”). NBAA exercises dispositive and voting power with respect to the shares of Common Stock held by each of the other Reporting Persons and, as a result, may be deemed to beneficially own the shares of Common Stock held directly by NB Crossroads XX LP, NB Crossroads XXI LP, NB IPU LP, NB PEP, NB RPCo-Investment, NB Sonoran LP,NB Co-Investment II Holdings, NB Wildcats LP, NB SALI Series and TfL Trustee. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock held directly by the other Reporting Persons.

The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2019, a copy of which is attached asExhibit A to the Schedule 13G filed by the Reporting Persons on February 13, 2019, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions ofRule 13d-1(k)(1) under the Act.

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of each Reporting Person, other than the NB SALI Series and the TfL Trustee, is 325 N. Saint Paul Street, Suite 4900, Dallas, Texas 75201.

The address of the principal business office of the NB SALI Series is 6850 Austin Center Blvd., Suite 300, Austin, Texas 78731.

The address of the principal business office of the TfL Trustee is 4^th Floor, Wing Over Station, 55 Broadway, London, SW1H 0BD.

(c)

Citizenship

See Item 4 on the cover page(s) hereto.

(d)

Title of Class of Securities

Common stock, par value $0.001 per share (the “Common Stock”)


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(e)

CUSIP Number

83417Q105

Item 3.

If this statement is filed pursuant to§§240.13d-1(b) or240.13d-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)	☐	A bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐	An 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)	☐	Anon-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)	☐	A group, in accordance with§240.13d-1(b)(1)(ii)(K).

If filing as anon-U.S. institution in accordance withRule 13d-1(b)(1)(ii)(J), please specify the type of institution: .

Item 4.

Ownership.

(a)

Amount beneficially owned: See Item 9 on the cover page(s) hereto.

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.

Each of the Reporting Persons (excluding NBAA) and certain other stockholders listed onAnnex A attached hereto (collectively, the “Stockholders”) are parties to a Stockholders’ Agreement (the “Stockholders’ Agreement”), which contains, among other things, certain provisions relating to transfer of, and coordination of the voting of, securities of the Issuer by the parties thereto.

By virtue of the Stockholders’ Agreement and the obligations and rights thereunder, the Reporting Persons acknowledge and agree that they are acting as a “group” with the other Stockholders within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based in part on information provided by or on behalf of the other Stockholders, as of December 31, 2019, such a “group” would be deemed to


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beneficially own an aggregate of 260,280,312 shares of Common Stock, or 83.6% of the total number of shares outstanding. The Reporting Persons expressly disclaim beneficial ownership over any shares of Common Stock that they may be deemed to beneficially own solely by reason of the Stockholders’ Agreement. Certain other Stockholders listed onAnnex A attached hereto are separately making Schedule 13G filings reporting their beneficial ownership of shares of Common Stock.

(b) Percent of class:See Item 11 on the cover page(s) hereto. In the aggregate, the Reporting Persons beneficially own 1.69% of the total number of shares of Common Stock outstanding, based on 311,180,888 shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report onForm 10-Q filed with the Commission on November 7, 2019.

(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 page(s) hereto.

(ii)

Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

(iii)

Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

(iv)

Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.

Pursuant toRule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

See Item 4 andAnnex A attached hereto.


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Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

Not Applicable.


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EXHIBIT INDEX


Exhibit		Description of Exhibit

99.A		Joint Filing Agreement (incorporated herein by reference to Exhibit A to the Schedule 13G filed on February 13, 2019 by the Reporting Persons with the Securities and Exchange Commission).


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Annex A

List of Other Stockholders Party to the Stockholders’ Agreement

AlpInvest GA Co C.V.

AlpInvest PartnersCo-Investments 2014 I C.V.

AlpInvest PartnersCo-Investments 2014 II C.V.

AM 2014 Co C.V.

HarbourVest 2015 Global Fund L.P.

HarbourVest Global Annual Private Equity Fund L.P.

HarbourVest Partners IX Buyout Fund L.P.

HarbourVest Partners X AIF Buyout L.P.

HarbourVest Partners X Buyout Fund L.P.

Hermes USA Investors Venture II LP

Howard Hughes Medical Institute

LexingtonCo-Investment Holdings III L.P.

Meranti Fund L.P.

NPSCo-Investment (A) Fund L.P.

The Prudential Insurance Corporation of America

The Prudential Legacy Insurance Corporation of New Jersey

Silver Lake Partners IV, L.P.

Silver Lake Technology Investors IV, L.P.

Silver Lake Technology Associates IV, L.P.

SLP AuroraCo-Invest, L.P.

SMRS-TOPE LLC

Thoma Bravo Executive Fund XI, L.P.,

Thoma Bravo Executive Fund XII, L.P.,

Thoma Bravo ExecutiveFund XII-A, L.P.,

Thoma Bravo Fund XI, L.P.,

Thoma BravoFund XI-A, L.P.,

Thoma Bravo Fund XII, L.P.,

Thoma BravoFund XII-A, L.P.,

Thoma Bravo Special Opportunities Fund XII, L.P.,

Thoma Bravo Special OpportunitiesFund XII-A, L.P.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2020


NB Alternatives Advisers LLC

By:		/s/ Blake Rice
Name:		Blake Rice
Title:		Managing Director


NB Crossroads XX – MC Holdings LP

By:		/s/ Jacquelyn Wang
Name:		Jacquelyn Wang
Title:		Authorized Signatory


NB Crossroads XXI – MC Holdings LP

By:		/s/ Jacquelyn Wang
Name:		Jacquelyn Wang
Title:		Authorized Signatory


NB – Iowa’s Public Universities LP

By:		/s/ Jacquelyn Wang
Name:		Jacquelyn Wang
Title:		Authorized Signatory


NB PEP Holdings Limited

By:		/s/ Blake Rice
Name:		Blake Rice
Title:		Authorized Signatory


NB RPCo-Investment & Secondary Fund LP

By:		/s/ Jacquelyn Wang
Name:		Jacquelyn Wang
Title:		Authorized Signatory


NB Sonoran Fund Limited Partnership

By:		/s/ Jacquelyn Wang
Name:		Jacquelyn Wang
Title:		Authorized Signatory


NB StrategicCo-Investment Partners II Holdings LP

By:		/s/ Jacquelyn Wang
Name:		Jacquelyn Wang
Title:		Authorized Signatory


NB Wildcats Fund LP

By:		/s/ Jacquelyn Wang
Name:		Jacquelyn Wang
Title:		Authorized Signatory


Neuberger Berman Insurance Fund Series Interests of the SALI Multi-Series Fund, L.P.

By:		/s/ Jacquelyn Wang
Name:		Jacquelyn Wang
Title:		Authorized Signatory


TfL Trustee Company Limited as Trustee of the TfL Pension Fund

By:		/s/ Jacquelyn Wang
Name:		Jacquelyn Wang
Title:		Authorized Signatory

Names of Reporting Persons.

NB Alternatives Advisers LLC

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware