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
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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*
Yonce Donald

(Last) (First) (Middle)
32 STONEBRIAR WAY

(Street)
FRISCO TX 75034

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2012
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 12/19/2012 S 16,344 D $54.5231 (1) 4,305,684 I By LP (2)
Common Stock 12/19/2012 S 1,000 D $55.267 4,304,684 I By LP (2)
Common Stock 12/20/2012 S 13,230 D $54.0687 (3) 4,291,454 I By LP (2)
Common Stock 12/21/2012 X 200,000 D $52 4,091,454 I By LP (2)
Common Stock 12/19/2012 S 65,374 D $54.5231 (1) 6,649,322 I By GRAT (4)
Common Stock 12/19/2012 S 4,000 D $55.267 6,645,322 I By GRAT (4)
Common Stock 12/20/2012 S 52,921 D $54.0687 (3) 6,592,401 I By GRAT (4)
Common Stock 12/21/2012 X 800,000 D $52 5,792,401 I By GRAT (4)
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
Call Options (obligation to sell) $52 12/21/2012 X 8,000 12/21/2012 12/21/2012 Common Stock 800,000 $0.00 0 I By GRAT (4)
Call Options (obligation to sell) $52 12/21/2012 X 2,000 12/21/2012 12/21/2012 Common Stock 200,000 $0.00 0 I By LP (2)
Explanation of Responses:
1. This transaction was executed in multiple trades at prices ranging from $54.25 to $55.12, inclusive. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold and each separate price within the ranges set forth in the footnotes of this form.
2. Securities are held by Atlantis SolarWinds, LP. Atlantis SolarWinds, LLC is the general partner of Atlantis SolarWinds, LP. The Donald Yonce Family Trust is the sole member of Atlantis SolarWinds, LLC. Mr. Yonce is the trustee of the Donald Yonce Family Trust and, by virtue of this relationship, retains a pecuniary interest in the shares held by Atlantis SolarWinds, L.P.
3. This transaction was executed in multiple trades at prices ranging from $54.00 to $54.36, inclusive. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold and each separate price within the ranges set forth in the footnotes of this form.
4. Securities are held by the Donald Yonce 2007 Trust, which is a grantor retained annuity trust. Donald C. Yonce is the trustee of the Donald Yonce 2007 Trust and retains a pecuniary interest in the securities held by the Donald Yonce 2007 Trust.
Remarks:
/s/ Bryan A. Sims, Attorney-In-Fact for Donald C. Yonce 12/21/2012
** 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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