SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CAKEBREAD STEVEN (Last) (First) (Middle) C/O SOLARWINDS, INC. 7171 SOUTHWEST PARKWAY, BUILDING 400 (Street) AUSTIN TX 78735 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SolarWinds, Inc. [ SWI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/05/2016
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/05/2016		D		5,932	D	$60.1(1)	3,604	D
Common Stock	02/05/2016		D		3,604	D	$60.1(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$19.99	02/05/2016		D			6,681	(3)	07/30/2019	Common Stock	6,681	$40.11	0	D
Stock Option (right to buy)	$18.41	02/05/2016		D			8,969	(4)	05/21/2020	Common Stock	8,969	$41.69	0	D
Stock Option (right to buy)	$23.6	02/05/2016		D			11,221	(5)	05/19/2021	Common Stock	11,221	$36.5	0	D
Stock Option (right to buy)	$45.05	02/05/2016		D			5,579	(6)	05/17/2022	Common Stock	5,579	$15.05	0	D
Stock Option (right to buy)	$44.64	02/05/2016		D			6,109	(7)	05/09/2023	Common Stock	6,109	$15.46	0	D
Stock Option (right to buy)	$37.38	02/05/2016		D			10,706	(8)	05/15/2024	Common Stock	10,706	$22.72	0	D
Stock Option (right to buy)	$48.55	02/05/2016		D			8,816	(9)	05/14/2025	Common Stock	8,816	$11.55	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger between and among SolarWinds, Inc., Project Aurora Holdings, LLC and Project Aurora Merger Corp. (the "Merger Agreement") in exchange for a cash payment of $60.10 per share.

2. Represents the disposition of restricted stock units, which provided for full vesting on the earlier of the date of the issuer's 2016 annual meeting of stockholders and December 31, 2016, which units were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $60.10 per share.

3. Represents the disposition of options, which provided for vesting of all shares subject to the option on the earlier of the issuer's 2010 annual meeting of stockholders or December 31, 2010. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $40.11 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10.

4. Represents the disposition of options, which provided for vesting of all shares subject to the option on the earlier of the issuer's 2011 annual meeting of stockholders or December 31, 2011. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $41.69 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10.

5. Represents the disposition of options, which provided for vesting of all shares subject to the option on the earlier of the issuer's 2012 annual meeting of stockholders or December 31, 2012. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $36.50 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10.

6. Represents the disposition of options, which provided for vesting of all shares subject to the option on the earlier of the issuer's 2013 annual meeting of stockholders or December 31, 2013. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $15.05 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10.

7. Represents the disposition of options, which provided for vesting of all shares subject to the option on the earlier of the issuer's 2014 annual meeting of stockholders or December 31, 2014. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $15.46 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10.

8. Represents the disposition of options, which provided for vesting of all shares subject to the option on the earlier of the issuer's 2015 annual meeting of stockholders or December 31, 2015. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $22.72 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10.

9. Represents the disposition of options, which provided for vesting of all shares subject to the option on the earlier of the issuer's 2016 annual meeting of stockholders or December 31, 2016. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $11.55 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10.

Remarks:

	/s/ Jason W. Bliss, Attorney-in-Fact	02/09/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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