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*
Thoma Bravo, LLC

(Last) (First) (Middle)
C/O THOMA BRAVO, LLC
150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(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 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 6,108,870(1) D $17.415(2) 106,020,448(3) I See footnote(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
1. Name and Address of Reporting Person*
Thoma Bravo, LLC

(Last) (First) (Middle)
C/O THOMA BRAVO, LLC
150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THOMA BRAVO PARTNERS XI, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, LLC
150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THOMA BRAVO FUND XI, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, LLC
150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THOMA BRAVO FUND XI-A, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, LLC
150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THOMA BRAVO EXECUTIVE FUND XI, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, LLC
150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THOMA BRAVO PARTNERS XII, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, LLC
150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THOMA BRAVO FUND XII, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, LLC
150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THOMA BRAVO FUND XII-A, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, LLC
150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THOMA BRAVO EXECUTIVE FUND XII, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, LLC
150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Thoma Bravo Executive Fund XII-a, L.P.

(Last) (First) (Middle)
C/O THOMA BRAVO, LLC
150 N. RIVERSIDE PLAZA, SUITE 2800

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
Explanation of Responses:
1. Consists of 1,991,937 shares held directly by Thoma Bravo Fund XI, L.P. ("TB Fund XI"), 1,000,400 shares held directly by Thoma Bravo Fund XI-A, L.P. ("TB Fund XI-A"), 43,944 shares held directly by Thoma Bravo Executive Fund XI, L.P. ("TB Exec Fund XI"), 985,361 shares held directly by Thoma Bravo Fund XII, L.P. ("TB Fund XII"), 871,427 shares held directly by Thoma Bravo Fund XII-A, L.P. ("TB Fund XII-A"), 9,643 shares held directly by Thoma Bravo Executive Fund XII, L.P. ("TB Exec Fund XII"), 8,569 shares held directly by Thoma Bravo Executive Fund XII-A, L.P. ("TB Exec Fund XII-A"), 806,205 shares held directly by Thoma Bravo Special Opportunities Fund II, L.P. ("TB SOF II") and 391,384 shares held directly by Thoma Bravo Special Opportunities Fund II-A, L.P. ("TB SOF II-A").
2. 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.
3. Consists of 34,570,393 shares held directly by TB Fund XI, 17,362,105 shares held directly by TB Fund XI-A, 762,656 shares held directly by TB Exec Fund XI, 17,101,107 shares held directly by TB Fund XII, 15,123,756 shares held directly by TB Fund XII-A, 167,358 shares held directly by TB Exec Fund XII, 148,711 shares held directly by TB Exec Fund XII-A, 13,991,825 shares held directly by TB SOF II and 6,792,537 shares held directly by TB SOF II-A.
4. Thoma Bravo Partners XI, L.P. ("TB Partners XI") is the general partner of each of TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB SOF II and TB SOF II-A. Thoma Bravo Partners XII, L.P. ("TB Partners XII") is the general partner of each of TB Fund XII, TB Fund XII-A, TB Exec Fund XII and TB Exec Fund XII-A. Thoma Bravo, LLC ("TB, LLC") is the general partner of each of TB Partners XI and TB Partners XII. By virtue of the relationships described in this footnote, TB, LLC may be deemed to exercise voting and dispositive power with respect to the shares held by TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB Fund XII, TB Fund XII-A, TB Exec Fund XII, TB Exec Fund XII-A, TB SOF II and TB SOF II-A. Each of TB Partners XI, TB Partners XII and TB, LLC disclaims beneficial ownership of the shares owned by TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB Fund XII, TB Fund XII-A, TB Exec Fund XII, TB Exec Fund XII-A, TB SOF II and TB SOF II-A except to the extent of its pecuniary interest therein.
Remarks:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, TB SOF II and TB SOF II-A have filed a separate Form 4. The holdings of such entities are also reported on this Form 4.
Thoma Bravo, LLC by /s/ Bradley Reed, Attorney-in-Fact 05/30/2019
Thoma Bravo Partners XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact 05/30/2019
Thoma Bravo Fund XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact 05/30/2019
Thoma Bravo Fund XI-A, L.P. by /s/ Bradley Reed, Attorney-in-Fact 05/30/2019
Thoma Bravo Executive Fund XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact 05/30/2019
Thoma Bravo Partners XII, L.P. by /s/ Bradley Reed, Attorney-in-Fact 05/30/2019
Thoma Bravo Fund XII, L.P. by /s/ Bradley Reed, Attorney-in-Fact 05/30/2019
Thoma Bravo Fund XII-A, L.P. by /s/ Bradley Reed, Attorney-in-Fact 05/30/2019
Thoma Bravo Executive Fund XII, L.P. by /s/ Bradley Reed, Attorney-in-Fact 05/30/2019
Thoma Bravo Executive Fund XII-A, L.P. by /s/ Bradley Reed, Attorney-in-Fact 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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