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*
Silver Lake Group, L.L.C.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
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 5,282,172 D $17.415(1) 91,927,100 I Held through Silver Lake Partners IV, L.P.(2)(5)
Common Stock 05/28/2019 S 87,593 D $17.415(1) 1,510,161 I Held through Silver Lake Technology Investors IV, L.P.(3)(5)
Common Stock 05/28/2019 S 2,130,235 D $17.415(1) 36,726,460 I Held through SLP Aurora Co-Invest, L.P.(4)(5)
Common Stock 05/28/2019 J(6) 47,115 D $0.00 91,879,985 I Held through Silver Lake Partners IV, L.P.(2)(5)
Common Stock 05/28/2019 J(7) 47,115 D $0.00 0 I See footnote(7)
Common Stock 05/28/2019 J(8) 39,940 D $0.00 0 I See footnote(8)
Common Stock 05/28/2019 J(9) 39,940 D $0.00 0 I See footnote(9)
Common Stock 05/28/2019 G(10) V 39,940 D $0.00 0 I See footnote(10)
Common Stock 124,554 I See footnote(11)
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*
Silver Lake Group, L.L.C.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SLTA IV (GP), L.L.C.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Silver Lake Technology Associates IV, L.P.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Silver Lake Partners IV, L.P.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Silver Lake Technology Investors IV, L.P.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SLTA III (GP), L.L.C.

(Last) (First) (Middle)
C/O SILVER LAKE,
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Silver Lake Technology Associates III, L.P.

(Last) (First) (Middle)
C/O SILVER LAKE,
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hao Kenneth

(Last) (First) (Middle)
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bingle Michael J

(Last) (First) (Middle)
C/O SILVER LAKE, 55 HUDSON YARDS
550 WEST 34TH STREET, 40TH FLOOR

(Street)
NEW YORK NY 10001

(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 directly held by Silver Lake Partners IV, L.P. ("SLP IV"). The general partner of SLP IV is Silver Lake Technology Associates IV, L.P. ("SLTA IV"), and the general partner of SLTA IV is SLTA IV (GP), L.L.C. ("SLTA IV GP").
3. These securities are directly held by Silver Lake Technology Investors IV, L.P. ("SLTI IV"). The general partner of SLTI IV is SLTA IV, and the general partner of SLTA IV is SLTA IV GP.
4. These securities are directly held by SLP Aurora Co-Invest, L.P. ("SLP Aurora"). The general partner of SLP Aurora is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP").
5. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP and SLTA IV GP. Kenneth Y. Hao, Michael J. Bingle and Jason White serve as directors of the Issuer and are executives of SLG. Each of SLP IV, SLTI IV, SLTA IV, SLTA IV GP, SLP Aurora, SLP Denali GP, SLTA III, SLTA III GP and SLG may be deemed to be a director by deputization of the Issuer. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
6. Represents a distribution by SLP IV of shares of common stock to SLTA IV, its general partner for purposes of charitable donations described below.
7. Represents a distribution by SLTA IV of shares of common stock to SLTA IV GP, its general partner, as well as a member of SLTA IV, for purposes of charitable donations. These shares of common stock of the Issuer were received by SLTA IV in connection with the distribution described in footnote 6 above and the receipt of such shares was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
8. Represents a distribution by SLTA IV GP of shares of common stock to SLG, its managing member for purposes of charitable donations described below. These shares of common stock of the Issuer were received by SLTA IV GP in connection with the distributions described in footnotes 6 and 7 above and the receipt of such shares was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
9. Represents a distribution by SLG of shares of common stock to family trusts controlled by Mr. Kenneth Hao for purposes of charitable donations described below. These shares of common stock were received by SLG in connection with the distributions described in footnotes 6, 7 and 8 above and the receipt of such shares was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
10. Represents a charitable donation of shares of common stock by family trusts controlled by Mr. Kenneth Hao. These shares of common stock were received by such trusts in connection with the distributions reported above and the receipt of such shares was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
11. Represents restricted stock units held by Messrs. Bingle, Hao and White as part of the Issuer's non-employee director compensation program, for the benefit of one or more of the Reporting Persons and/or certain of their affiliates or certain of the funds they manage ("Silver Lake"). Pursuant to Silver Lake's policies with respect to director compensation, upon the sale of these securities, the proceeds from each sale will be expected to be remitted to Silver Lake and/or its limited partners.
Remarks:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. As required, this Form 4 reports all direct and indirect holdings of the Reporting Persons, including the indirect holdings through SLP Aurora, which is not included as a Reporting Person on this Form 4, because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system. SLP Aurora and SLP Denali GP have filed a separate Form 4, in which the direct and indirect transactions and holdings of those entities are separately reported, in addition to being reported on this Form 4.
By: /s/ Andrew J. Schader, Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. 05/30/2019
By: /s/ Andrew J. Schader, Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C. 05/30/2019
By: /s/ Andrew J. Schader, Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P. 05/30/2019
By: /s/ Andrew J. Schader, Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., GP of Silver Lake Technology Associates IV, L.P., GP of Silver Lake Partners IV, L.P. 05/30/2019
By: /s/ Andrew J. Schader, Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., GP of Silver Lake Technology Associates IV, L.P., GP of Silver Lake Technology Investors IV, L.P. 05/30/2019
By: /s/ Andrew J. Schader, Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C. 05/30/2019
By: /s/ Andrew J. Schader, Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P. 05/30/2019
KENNETH Y. HAO: /s/ Kenneth Y. Hao 05/30/2019
MICHAEL J. BINGLE: /s/ Michael J. Bingle 05/30/2019
** 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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