SolarWinds 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^*

HarbourVest 2015 Global Fund L.P.

(Last)

(First)

(Middle)

C/O HARBOURVEST PARTNERS, LLC

ONE FINANCIAL CENTER, 44TH FLR

(Street)

BOSTON

02111

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

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⁾	119,363	D⁽²⁾⁽³⁾
Class B Common Stock⁽¹⁾	179,044	D⁽⁴⁾⁽⁵⁾
Class B Common Stock⁽¹⁾	497,345	D⁽⁶⁾⁽⁷⁾
Class B Common Stock⁽¹⁾	119,363	D⁽⁸⁾⁽⁹⁾
Class B Common Stock⁽¹⁾	278,513	D⁽¹⁰⁾⁽¹¹⁾
Class B Common Stock⁽¹⁾	198,938	D⁽¹²⁾⁽¹³⁾
Class B Common Stock⁽¹⁾	198,938	D⁽¹⁴⁾⁽¹⁵⁾
Class B Common Stock⁽¹⁾	1,392,566	D⁽¹⁶⁾⁽¹⁷⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class A Common Stock	⁽¹⁸⁾	⁽¹⁸⁾	Common Stock⁽¹⁾	213,694⁽¹⁹⁾	⁽¹⁸⁾	D⁽²⁾⁽³⁾
Class A Common Stock	⁽¹⁸⁾	⁽¹⁸⁾	Common Stock⁽¹⁾	320,542⁽¹⁹⁾	⁽¹⁸⁾	D⁽⁴⁾⁽⁵⁾
Class A Common Stock	⁽¹⁸⁾	⁽¹⁸⁾	Common Stock⁽¹⁾	890,393⁽¹⁹⁾	⁽¹⁸⁾	D⁽⁶⁾⁽⁷⁾
Class A Common Stock	⁽¹⁸⁾	⁽¹⁸⁾	Common Stock⁽¹⁾	213,694⁽¹⁹⁾	⁽¹⁸⁾	D⁽⁸⁾⁽⁹⁾
Class A Common Stock	⁽¹⁸⁾	⁽¹⁸⁾	Common Stock⁽¹⁾	498,621⁽¹⁹⁾	⁽¹⁸⁾	D⁽¹⁰⁾⁽¹¹⁾
Class A Common Stock	⁽¹⁸⁾	⁽¹⁸⁾	Common Stock⁽¹⁾	356,157⁽¹⁹⁾	⁽¹⁸⁾	D⁽¹²⁾⁽¹³⁾
Class A Common Stock	⁽¹⁸⁾	⁽¹⁸⁾	Common Stock⁽¹⁾	356,157⁽¹⁹⁾	⁽¹⁸⁾	D⁽¹⁴⁾⁽¹⁵⁾
Class A Common Stock	⁽¹⁸⁾	⁽¹⁸⁾	Common Stock⁽¹⁾	2,493,103⁽¹⁹⁾	⁽¹⁸⁾	D⁽¹⁶⁾⁽¹⁷⁾

1. Name and Address of Reporting Person^*

HarbourVest 2015 Global Fund L.P.

(Last)

(First)

(Middle)

C/O HARBOURVEST PARTNERS, LLC

ONE FINANCIAL CENTER, 44TH FLR

(Street)

BOSTON

02111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HarbourVest Global Annual Private Equity Fund L.P.

(Last)

(First)

(Middle)

C/O HARBOURVEST PARTNERS, LLC

ONE FINANCIAL CENTER, 44TH FLR

(Street)

BOSTON

02111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HarbourVest Partners IX-Buyout Fund L.P.

(Last)

(First)

(Middle)

C/O HARBOURVEST PARTNERS, LLC

ONE FINANCIAL CENTER, 44TH FLR

(Street)

BOSTON

02111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HarbourVest Partners X AIF Buyout L.P.

(Last)

(First)

(Middle)

C/O HARBOURVEST PARTNERS, LLC

ONE FINANCIAL CENTER, 44TH FLR

(Street)

BOSTON

02111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HarbourVest Partners X Buyout Fund L.P.

(Last)

(First)

(Middle)

C/O HARBOURVEST PARTNERS, LLC

ONE FINANCIAL CENTER, 44TH FLR

(Street)

BOSTON

02111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Meranti Fund L.P.

(Last)

(First)

(Middle)

C/O HARBOURVEST PARTNERS, LLC

ONE FINANCIAL CENTER, 44TH FLR

(Street)

BOSTON

02111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

NPS Co-Investment (A) Fund L.P.

(Last)

(First)

(Middle)

C/O HARBOURVEST PARTNERS, LLC

ONE FINANCIAL CENTER, 44TH FLR

(Street)

BOSTON

02111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SMRS-TOPE LLC

(Last)

(First)

(Middle)

C/O HARBOURVEST PARTNERS, LLC

ONE FINANCIAL CENTER, 44TH FLR

(Street)

BOSTON

02111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HARBOURVEST PARTNERS LLC

(Last)

(First)

(Middle)

ONE FINANCIAL CENTER, 44TH FLR

(Street)

BOSTON

02111

(City)

(State)

(Zip)

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. These securities are owned solely by HarbourVest 2015 Global Fund L.P. ("HV Global"). HarbourVest Partners, LLC is the managing member of HarbourVest 2015 Global Associates LLC, which is the general partner of HarbourVest 2015 Global Associates L.P., which is the general partner of HV Global. Each of HarbourVest Partners, LLC, HarbourVest 2015 Global Associates LLC and HarbourVest 2015 Global Associates L.P. may be deemed to have a beneficial interest in the securities held by HV Global and each disclaims beneficial ownership of the securities held by HV Global, except to the extent of its pecuniary interest which is subject to indeterminable future events.

3. Each of the reporting persons (other than HV Global) disclaims beneficial ownership of the securities held by HV Global and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.

4. These securities are owned solely by HarbourVest Global Annual Private Equity Fund L.P. ("HV Global Annual"). HarbourVest Partners, LLC is the managing member of HarbourVest Global Associates LLC, which is the general partner of HarbourVest Global Associates L.P., which is the general partner of HV Global Annual. Each of HarbourVest Partners, LLC, HarbourVest Global Associates LLC and HarbourVest Global Associates L.P. may be deemed to have a beneficial interest in the securities held by HV Global Annual and each disclaims beneficial ownership of the securities held by HV Global Annual, except to the extent of its pecuniary interest which is subject to indeterminable future events.

5. Each of the reporting persons (other than HV Global Annual) disclaims beneficial ownership of the securities held by HV Global Annual and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.

6. These securities are owned solely by HarbourVest Partners IX-Buyout Fund L.P. ("HV IX-Buyout"). HarbourVest Partners, LLC is the managing member of HarbourVest IX-Buyout Associates LLC, which is the general partner of HarbourVest IX-Buyout Associates L.P., which is the general partner of HV IX Buyout. Each of HarbourVest Partners, LLC, HarbourVest IX-Buyout Associates LLC and HarbourVest IX-Buyout Associates L.P. may be deemed to have a beneficial interest in the securities held by HV IX-Buyout and each disclaims beneficial ownership of the securities held by HV IX-Buyout, except to the extent of its pecuniary interest which is subject to indeterminable future events.

7. Each of the reporting persons (other than HV IX Buyout) disclaims beneficial ownership of the securities held by HV IX Buyout and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.

8. These securities are owned solely by HarbourVest Partners X AIF Buyout L.P. ("HV X AIF"). HarbourVest Partners (Europe) Limited is the Alternative Investment Fund Manager of HV X AIF. HarbourVest Partners (Europe) Limited may be deemed to have a beneficial interest in the securities held by HV X AIF and disclaims beneficial ownership of the securities held by HV X AIF, except to the extent of its pecuniary interest which is subject to indeterminable future events.

9. Each of the reporting persons (other than HV X AIF) disclaims beneficial ownership of the securities held by HV X AIF and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.

10. These securities are owned solely by HarbourVest Partners X Buyout Fund L.P. ("HV X Buyout"). HarbourVest Partners, LLC is the managing member of HarbourVest X Associates LLC, which is the general partner of HarbourVest X Associates L.P., which is the general partner of HV X Buyout. Each of HarbourVest Partners, LLC, HarbourVest X Associates LLC and HarbourVest X Associates L.P. may be deemed to have a beneficial interest in the securities held by HV X-Buyout and each disclaims beneficial ownership of the securities held by HV X-Buyout, except to the extent of its pecuniary interest which is subject to indeterminable future events.

11. Each of the reporting persons (other than HV X Buyout) disclaims beneficial ownership of the securities held by HV X Buyout and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.

12. These securities are owned solely by Meranti Fund L.P. ("Meranti"). HarbourVest Partners, LLC is the managing member of Meranti Associates LLC, which is the general partner of Meranti Associates L.P., which is the general partner of Meranti. Each of HarbourVest Partners, LLC, Meranti Associates LLC and Meranti Associates L.P. may be deemed to have a beneficial interest in the securities held by Meranti and each disclaims beneficial ownership of the securities held by Meranti, except to the extent of its pecuniary interest which is subject to indeterminable future events.

13. Each of the reporting persons (other than Meranti) disclaims beneficial ownership of the securities held by Meranti and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.

14. These securities are owned solely by NPS Co-Investment (A) Fund L.P. ("NPS Co-Investment"). HarbourVest Partners, LLC is the managing member of HarbourVest GP LLC, which is the general partner NPS Co-Investment Associates L.P., which is the general partner of NPS Co-Investment. Each of HarbourVest Partners, LLC, HarbourVest GP LLC and NPS Co-Investment Associates L.P. may be deemed to have a beneficial interest in the securities held by NPS Co-Investment and each disclaims beneficial ownership of the securities held by NPS Co-Investment, except to the extent of its pecuniary interest which is subject to indeterminable future events.

15. Each of the reporting persons (other than NPS Co-Investment) disclaims beneficial ownership of the securities held by NPS Co-Investment and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.

16. These securities are owned solely by SMRS-TOPE LLC ("SMRS-TOPE"). HarbourVest Partners, LLC is the general partner of HarbourVest Partners L.P., which is the manager of HVST-TOPE LLC, which is the managing member of SMRS-TOPE. Each of HarbourVest Partners, LLC, HarbourVest Partners L.P. and HVST-TOPE LLC may be deemed to have a beneficial interest in the securities held by SMRS-TOPE and each disclaims beneficial ownership of the securities held by SMRS-TOPE, except to the extent of its pecuniary interest which is subject to indeterminable future events.

17. Each of the reporting persons (other than SMRS-TOPE) disclaims beneficial ownership of the securities held by SMRS-TOPE and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.

18. 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.

19. 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. The number of shares of Class A Common Stock actually held by each of HV Global, HV Global Annual, HV IX Buyout, HV X AIP, HV X Buyout, Meranti, NPS Co-Investment and SMRS-TOPE is 3,197.54, 4,796.31, 13,323.08, 3,197.54, 7,460.93, 5,329.23, 5,329.23 and 37,304.64, respectively.

Remarks:

The reporting persons are parties to a stockholders' agreement with certain other holders of the Issuer's capital stock, as a result of which the reporting persons may be deemed to be members of a "group" within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with such other holders that beneficially owns more than 10% of the Issuer's Class A Common Stock, which is the class of equity securities registered under Section 12 of the Exchange Act. This filing is being made as a precautionary matter and shall not be deemed an admission that any of the reporting persons is a member of a group or is required to file reports pursuant to Section 16 of the Exchange Act.

	HARBOURVEST 2015 GLOBAL FUND L.P. By: HarbourVest 2015 Global Associates L.P., its GP; By: HarbourVest 2015 Global Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Robert M. Wadsworth, Managing Director	10/19/2018
	HARBOURVEST GLOBAL ANNUAL PRIVATE EQUITY FUND L.P. By: HarbourVest Global Associates L.P., its GP; By: HarbourVest Global Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Robert M. Wadsworth, Managing Director	10/19/2018
	HARBOURVEST PARTNERS IX-BUYOUT FUND L.P. By: HarbourVest IX-Buyout Associates L.P., its GP; By: HarbourVest IX-Buyout Associates LLC, its GP; HarbourVest Partners, LLC, its Managing Member; By: /s/ Robert M. Wadsworth, Managing Director	10/19/2018
	HARBOURVEST PARTNERS X AIF BUYOUT L.P. By: HarbourVest Partners (Europe) Limited, its Alternative Investment Fund Manager; By: /s/ Robert M. Wadsworth, Authorized Person	10/19/2018
	HARBOURVEST PARTNERS X BUYOUT FUND L.P. By: HarbourVest X Associates LP., its GP; By: HarbourVest X Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Robert M. Wadsworth, Managing Director	10/19/2018
	MERANTI FUND L.P. By: Meranti Associates L.P., its General Partner; By: Meranti Associates LLC, its General Partner; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Robert M. Wadsworth, Managing Director	10/19/2018
	NPS CO-INVESTMENT (A) FUND L.P. By: NPS Co-Investment Associates L.P., its GP; By: HarbourVest GP LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member: By: /s/ Robert M. Wadsworth, Managing Director	10/19/2018
	SMRS-TOPE LLC By: HVST-TOPE LLC, its Managing Member; By: HarbourVest Partners L.P., its Manager; By: HarbourVest Partners, LLC, its GP; By: /s/ Robert M. Wadsworth, Managing Director	10/19/2018
	HARBOURVEST PARTNERS, LLC By: /s/ Robert M. Wadsworth, Managing Director	10/19/2018
	** Signature of Reporting Person	Date
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SolarWinds (SWI) Form 3Initial statement of insider ownership