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*
HarbourVest 2015 Global Fund L.P.

(Last) (First) (Middle)
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLR

(Street)
BOSTON MA 02111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SolarWinds Corp [ SWI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2019
4. 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 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 05/28/2019 S 18,145 D $17.415(1) 314,912 D(2)(3)
Common Stock 05/28/2019 S 27,218 D $17.415(1) 472,368 D(4)(5)
Common Stock 05/28/2019 S 75,605 D $17.415(1) 1,312,133 D(6)(7)
Common Stock 05/28/2019 S 18,145 D $17.415(1) 314,912 D(8)(9)
Common Stock 05/28/2019 S 42,339 D $17.415(1) 734,795 D(10)(11)
Common Stock 05/28/2019 S 30,242 D $17.415(1) 524,853 D(12)(13)
Common Stock 05/28/2019 S 30,242 D $17.415(1) 524,853 D(14)(15)
Common Stock 05/28/2019 S 211,694 D $17.415(1) 3,673,975 D(16)(17)
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
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 MA 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 MA 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 MA 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 MA 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 MA 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 MA 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 MA 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 MA 02111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HARBOURVEST PARTNERS LLC

(Last) (First) (Middle)
ONE FINANCIAL CENTER, 44TH FLR

(Street)
BOSTON MA 02111

(City) (State) (Zip)
Explanation of Responses:
1. The proceeds per share, before expenses, to the selling stockholders of the secondary public offering is $17.415, equal to $18.00 per share, the public offering price per share of common stock, less an amount equal to the underwriting discount of $0.585 per share.
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 (Ireland) Limited is the Alternative Investment Fund Manager of HV X AIF. HarbourVest Partners (Ireland) 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.
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 05/30/2019
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/ Peter Lipson, Managing Director 05/30/2019
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/ Peter Lipson, Managing Director 05/30/2019
HARBOURVEST PARTNERS X AIF BUYOUT L.P. By: HarbourVest Partners (Ireland) Limited, its Alternative Investment Fund Manager; By: /s/ Peter Lipson, Authorized Person 05/30/2019
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/ Peter Lipson, Managing Director 05/30/2019
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/ Peter Lipson, Managing Director 05/30/2019
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/ Peter Lipson, Managing Director 05/30/2019
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/ Peter Lipson, Managing Director 05/30/2019
HARBOURVEST PARTNERS, LLC By: /s/ Peter Lipson, Managing Director 05/30/2019
** Signature of Reporting Person Date
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