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*
NB Alternatives Advisers LLC

(Last) (First) (Middle)
325 N. SAINT PAUL STREET, SUITE 4900

(Street)
DALLAS TX 75201

(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(1)(2) 05/28/2019 S 302,419(3) D $17.415 5,248,533(4) I(5) See footnote(5)
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*
NB Alternatives Advisers LLC

(Last) (First) (Middle)
325 N. SAINT PAUL STREET, SUITE 4900

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NB Crossroads XX - MC Holdings LP

(Last) (First) (Middle)
325 N. SAINT PAUL STREET, SUITE 4900

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NB Crossroads XXI - MC Holdings LP

(Last) (First) (Middle)
325 N. SAINT PAUL STREET, SUITE 4900

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NB - Iowa's Public Universities LP

(Last) (First) (Middle)
325 N. SAINT PAUL STREET, SUITE 4900

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NB PEP Holdings Ltd

(Last) (First) (Middle)
325 N. SAINT PAUL STREET, SUITE 4900

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NB RP Co-Investment & Secondary Fund LLC

(Last) (First) (Middle)
325 N. SAINT PAUL STREET, SUITE 4900

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NB Sonoran Fund Limited Partnership

(Last) (First) (Middle)
325 N. SAINT PAUL STREET, SUITE 4900

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NB Wildcats Fund LP

(Last) (First) (Middle)
325 N. SAINT PAUL STREET, SUITE 4900

(Street)
DALLAS TX 75201

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed jointly by NB Alternatives Advisers LLC ("NBAA"), NB Crossroads XX - MC Holdings LP ("NB Crossroads XX LP"), NB Crossroads XXI - MC Holdings LP ("NB Crossroads XXI LP"), NB - Iowa's Public Universities LP ("NB IPU LP"), NB PEP Holdings Limited ("NB PEP"), NB RP Co-Investment & Secondary Fund LLC ("NB RP Co-Investment"), NB Sonoran Fund Limited Partnership ("NB Sonoran LP"), NB Strategic Co-Investment Partners II Holdings LP ("NB Co-Investment II Holdings"), NB Wildcats Fund LP ("NB Wildcats LP"), Neuberger Berman Insurance Fund Series Interests of the SALI Multi-Series Fund, L.P. ("NB SALI Series") and TfL Trustee Company Limited as Trustee of the TfL Pension Fund ("TfL Trustee") (collectively, the "Reporting Persons").
2. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the outstanding shares of SolarWinds Corporation (the "Issuer"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Neither the filing of this report nor anything herein shall be deemed an admission that any Reporting Person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, the beneficial owner of such securities.
3. Consists of (i) 24,194 shares sold by NB Crossroads XX LP, (ii) 9,073 shares sold by NB Crossroads XXI LP, (iii) 6,048 shares sold by NB IPU LP, (iv) 21,169 shares sold by NB PEP, (v) 6,048 shares sold by NB RP Co-Investment, (vi) 6,048 shares sold by NB Sonoran LP, (vii) 181,452 shares sold by NB Co-Investment II Holdings, (viii) 6,048 shares sold by NB Wildcats LP, (ix) 12,097 shares sold by NB SALI Series and (x) 30,242 shares sold by TfL Trustee.
4. Consists of (i) 419,882 shares held directly by NB Crossroads XX LP, (ii) 157,455 shares held directly by NB Crossroads XXI LP, (iii) 104,971 shares held directly by NB IPU LP, (iv) 367,397 shares held directly by NB PEP, (v) 104,971 shares held directly by NB RP Co-Investment, (vi) 104,971 shares held directly by NB Sonoran LP, (vii) 3,149,121 shares held directly by NB Co-Investment II Holdings, (viii) 104,971 shares held directly by NB Wildcats LP, (ix) 209,941 shares held directly by NB SALI Series and (x) 524,853 shares held directly by TfL Trustee.
5. NBAA exercises dispositive and voting power with respect to the shares held by each of the other Reporting Persons and, as a result, may be deemed to beneficially own the shares held directly by NB Crossroads XX LP, NB Crossroads XXI LP, NB IPU LP, NB PEP, NB RP Co-Investment, NB Sonoran LP, NB Co-Investment II Holdings, NB Wildcats LP, NB SALI Series and TfL Trustee.
Remarks:
/s/ NB Alternatives Advisers LLC, By: Blake Rice, Managing Director 05/28/2019
/s/ NB Crossroads XX - MC Holdings LP, By: Jacquelyn Wang, Authorized Signatory 05/28/2019
/s/ NB Crossroads XXI - MC Holdings LP, By: Jacquelyn Wang, Authorized Signatory 05/28/2019
/s/ NB - Iowa's Public Universities LP, By: Jacquelyn Wang, Authorized Signatory 05/28/2019
/s/ NB PEP Holdings Limited, By: Blake Rice, Authorized Signatory 05/28/2019
/s/ NB RP Co-Investment & Secondary Fund LLC, By: Jacquelyn Wang, Authorized Signatory 05/28/2019
/s/ NB Sonoran Fund Limited Partnership, By: Jacquelyn Wang, Authorized Signatory 05/28/2019
/s/ NB Wildcats Fund LP, By: Jacquelyn Wang, Authorized Signatory 05/28/2019
** 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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