Partners 2014 I B.V. AlpInvest Form 3 SolarWinds / Partners B.V. AlpInvest ownership change

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^*

AlpInvest Partners B.V.

(Last) (First) (Middle)

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM P7

(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)	1,989,380(2)	I(3)	See footnote(3)

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	(4)	(4)	Common Stock(1)	3,561,577(5)	(4)	I(3)	See footnote(3)

1. Name and Address of Reporting Person^*

AlpInvest Partners B.V.

(Last) (First) (Middle)

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM P7

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AlpInvest GA B.V.

(Last) (First) (Middle)

C/O ALPINVEST PARTNERS B.V.

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM P7

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AlpInvest GA Co C.V.

(Last) (First) (Middle)

C/O ALPINVEST PARTNERS B.V.

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM P7

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AlpInvest Partners 2014 I B.V.

(Last) (First) (Middle)

C/O ALPINVEST PARTNERS B.V.

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM P7

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AlpInvest Partners Co-Investments 2014 I C.V.

(Last) (First) (Middle)

C/O ALPINVEST PARTNERS B.V.

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM P7

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Alpinvest Partners 2014 II B.V.

(Last) (First) (Middle)

C/O ALPINVEST PARTNERS B.V.

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM P7

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AlpInvest Partners Co-Investments 2014 II C.V.

(Last) (First) (Middle)

C/O ALPINVEST PARTNERS B.V.

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM P7

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AlpInvest Mich B.V.

(Last) (First) (Middle)

C/O ALPINVEST PARTNERS B.V.

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM P7

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AM 2014 CO C.V.

(Last) (First) (Middle)

C/O ALPINVEST PARTNERS B.V.

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM P7

(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. Consists of 23,873 shares held directly by AlpInvest GA CO C.V., 1,647,206 shares held directly by AlpInvest Partners Co-Investments 2014 I C.V., 266,975 shares held directly by AlpInvest Partners Co-Investments 2014 II C.V., and 51,326 shares held directly by AM 2014 CO C.V.

3. AlpInvest GA, B.V. is the general partner of AlpInvest GA Co C.V. AlpInvest Partners 2014 I B.V. is the general partner of AlpInvest Partners Co-Investments 2014 I C.V. AlpInvest Partners 2014 II B.V. is the general partner of AlpInvest Partners Co-Investment 2014 II C.V. AlpInvest Mich B.V. is the general partner of AM 2014 CO C.V. AlpInvest Partners B.V. is the managing director of each of AlpInvest GA B.V., AlpInvest Partners 2014 I B.V., AlpInvest Partners 2014 II B.V. and AlpInvest Mich B.V. (collectively, the "General Partners"). AlpInvest Partners B.V. may be deemed to exercise voting and dispositive power with respect to the shares held by AlpInvest GA CO C.V., AlpInvest Partners Co-Investments 2014 I C.V., AlpInvest Partners Co-Investments 2014 II C.V., and AM 2014 CO C.V. (collectively, the "Funds"). Each of AlpInvest Partners B.V. and the General Partners disclaims beneficial ownership of the shares owned by the Funds 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 42,739 shares held directly by AlpInvest GA CO C.V., 2,948,986 shares held directly by AlpInvest Partners Co-Investments 2014 I C.V., 477,963 shares held directly by AlpInvest Partners Co-Investments 2014 II C.V., and 91,889 shares held directly by AM 2014 CO C.V.

Remarks:

Remarks: By virtue of a stockholders' agreement entered into by the Reporting Persons in connection with the Issuer's initial public offering, the Reporting Persons may be deemed to be members of a group which holds in the aggregate more than 10% of the Issuer's stock.

	/s/ Patrick de van der Schueren	10/19/2018
	/s/ Marc Rademakers	10/19/2018
	** Signature of Reporting Person	Date
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