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