0000899243-18-027077.txt : 20181019 0000899243-18-027077.hdr.sgml : 20181019 20181019161155 ACCESSION NUMBER: 0000899243-18-027077 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181019 FILED AS OF DATE: 20181019 DATE AS OF CHANGE: 20181019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lexington Co-Investment Holdings III, L.P. CENTRAL INDEX KEY: 0001621135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38711 FILM NUMBER: 181130561 BUSINESS ADDRESS: STREET 1: C/O LEXINGTON PARTNERS L.P. STREET 2: 660 MADISON AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-754-0411 MAIL ADDRESS: STREET 1: C/O LEXINGTON PARTNERS L.P. STREET 2: 660 MADISON AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lexington Partners Advisors Holdings GP L.L.C. CENTRAL INDEX KEY: 0001621160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38711 FILM NUMBER: 181130562 BUSINESS ADDRESS: STREET 1: C/O LEXINGTON PARTNERS L.P. STREET 2: 660 MADISON AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-754-0411 MAIL ADDRESS: STREET 1: C/O LEXINGTON PARTNERS L.P. STREET 2: 660 MADISON AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lexington Partners Advisors Holdings L.P. CENTRAL INDEX KEY: 0001621159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38711 FILM NUMBER: 181130563 BUSINESS ADDRESS: STREET 1: C/O LEXINGTON PARTNERS L.P. STREET 2: 660 MADISON AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-754-0411 MAIL ADDRESS: STREET 1: C/O LEXINGTON PARTNERS L.P. STREET 2: 660 MADISON AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lexington Partners Advisors GP L.L.C. CENTRAL INDEX KEY: 0001621158 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38711 FILM NUMBER: 181130564 BUSINESS ADDRESS: STREET 1: C/O LEXINGTON PARTNERS L.P. STREET 2: 660 MADISON AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-754-0411 MAIL ADDRESS: STREET 1: C/O LEXINGTON PARTNERS L.P. STREET 2: 660 MADISON AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lexington Partners L.P. CENTRAL INDEX KEY: 0001621157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38711 FILM NUMBER: 181130565 BUSINESS ADDRESS: STREET 1: 660 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-754-0411 MAIL ADDRESS: STREET 1: 660 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CIP Partners GP III LLC CENTRAL INDEX KEY: 0001621116 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38711 FILM NUMBER: 181130566 BUSINESS ADDRESS: STREET 1: C/O LEXINGTON PARTNERS L.P. STREET 2: 660 MADISON AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-754-0411 MAIL ADDRESS: STREET 1: C/O LEXINGTON PARTNERS L.P. STREET 2: 660 MADISON AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CIP Partners III, L.P. CENTRAL INDEX KEY: 0001621133 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38711 FILM NUMBER: 181130567 BUSINESS ADDRESS: STREET 1: C/O LEXINGTON PARTNERS L.P. STREET 2: 660 MADISON AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-754-0411 MAIL ADDRESS: STREET 1: C/O LEXINGTON PARTNERS L.P. STREET 2: 660 MADISON AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nicklas Brent R CENTRAL INDEX KEY: 0001621098 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38711 FILM NUMBER: 181130568 MAIL ADDRESS: STREET 1: C/O LEXINGTON PARTNERS L.P. STREET 2: 660 MADISON AVENUE, 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SolarWinds Corp CENTRAL INDEX KEY: 0001739942 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 810753267 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7171 SOUTHWEST PKWY., BLDG. 400 CITY: AUSTIN STATE: TX ZIP: 78735 BUSINESS PHONE: 5126829300 MAIL ADDRESS: STREET 1: 7171 SOUTHWEST PKWY., BLDG. 400 CITY: AUSTIN STATE: TX ZIP: 78735 FORMER COMPANY: FORMER CONFORMED NAME: SolarWinds Parent, Inc. DATE OF NAME CHANGE: 20180508 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-10-19 0 0001739942 SolarWinds Corp SWI 0001621135 Lexington Co-Investment Holdings III, L.P. 660 MADISON AVENUE, 23RD FLOOR NEW YORK NY 10065 0 0 0 1 See Remarks 0001621160 Lexington Partners Advisors Holdings GP L.L.C. MADISON AVENUE, 23RD FLOOR NEW YORK NY 10065 0 0 0 1 See Remarks 0001621159 Lexington Partners Advisors Holdings L.P. 660 MADISON AVENUE, 23RD FLOOR NEW YORK NY 10065 0 0 0 1 See Remarks 0001621158 Lexington Partners Advisors GP L.L.C. 660 MADISON AVENUE, 23RD FLOOR NEW YORK NY 10065 0 0 0 1 See Remarks 0001621157 Lexington Partners L.P. 660 MADISON AVENUE, 23RD FLOOR NEW YORK NY 10065 0 0 0 1 See Remarks 0001621116 CIP Partners GP III LLC 660 MADISON AVENUE, 23RD FLOOR NEW YORK NY 10065 0 0 0 1 See Remarks 0001621133 CIP Partners III, L.P. 660 MADISON AVENUE, 23RD FLOOR NEW YORK NY 10065 0 0 0 1 See Remarks 0001621098 Nicklas Brent R 660 MADISON AVENUE, 23RD FLOOR NEW YORK NY 10065 0 0 0 1 See Remarks Class B Common Stock 994690 I See footnote Class A Common Stock Common Stock 1780788 I See footnote Immediately prior to the completion of the Issuer's initial public offering and following the conversion of the Issuer's Class A Common Stock into Class B Common Stock, each share of Class B Common Stock will be reclassified into one share of Common Stock. The reported securities are held directly by Lexington Co-Investment Holdings III, L.P. ("LCI"). CIP Partners III, L.P. ("CIP LP") is the general partner of LCI. CIP Partners GP III LLC ("CIP GP") is the general partner of CIP LP. Lexington Partners L.P. ("LP") is the managing member of CIP GP. Lexington Partners Advisors GP L.L.C. ("LPA") is the general partner of LP. Lexington Partners Advisors Holdings L.P. ("LPAH") is the sole member of LPA. Lexington Partners Advisors Holdings GP L.L.C. ("LPAH GP") is the general partner of LPAH. Ultimate voting and dispositive power of LPAH GP is exercised by Brent R. Nicklas who disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein. Immediately prior to completion of the Issuer's initial public offering, each outstanding share of Class A Common Stock will automatically convert into a number of shares of Class B Common Stock equal to the result of the liquidation value of such share of Class A Common Stock divided by $19. The liquidation value for each share of Class A Common Stock is equal to $1,000 plus accrued but unpaid dividends on such share of Class A Common Stock through October 18, 2018. Represents the number of shares of Common Stock to be received upon the conversion of the Class A Common Stock into Class B Common Stock and the reclassification of the Class B Common Stock into Common Stock. Exhibit 24.1 Power of Attorney (incorporated by reference to Exhibit 99.B to the Schedule 13G filed with respect to the common units of KKR & Co. L.P. on behalf of Brent R. Nicklas and others, dated on March 21, 2012) By virtue of a stockholders' agreement entered into by the Reporting Persons in connection with the Issuer's initial public offering, the Reporting Persons may be deemed to be members of a group which holds in the aggregate more than 10% of the Issuer's stock. By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA, the GP of LP, the managing member of CIP GP, the GP of CIP LP, the GP of LCI 2018-10-19 By: /s/ Thomas Giannetti, CFO of LPAH GP 2018-10-19 By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH 2018-10-19 By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA 2018-10-19 By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA, the GP of LP 2018-10-19 By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA, the GP of LP, the managing member of CIP GP 2018-10-19 By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA, the GP of LP, the managing member of CIP GP, the GP of CIP LP 2018-10-19 Brent R. Nicklas, By: /s/ Thomas Giannetti, Attorney-in-Fact for Brent R. Nicklas 2018-10-19