0000899243-18-027076.txt : 20181019 0000899243-18-027076.hdr.sgml : 20181019 20181019161057 ACCESSION NUMBER: 0000899243-18-027076 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181019 FILED AS OF DATE: 20181019 DATE AS OF CHANGE: 20181019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LINES JAMES K. CENTRAL INDEX KEY: 0001720297 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38711 FILM NUMBER: 181130555 MAIL ADDRESS: STREET 1: C/O THOMA BRAVO, LLC STREET 2: 600 MONTGOMERY STREET, 32ND FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 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 0001720297 LINES JAMES K. C/O THOMA BRAVO, LLC 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO IL 60606 1 0 0 0 Class B Common Stock 51848 D Class A Common Stock Common Stock 3157 D 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. 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 $19.00. 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. In addition, the shares of the Issuer's Class A Common Stock are convertible, at the option of the holder, into shares of Class B Common Stock for a specified period of time ending on November 7, 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 /s/ James K. Lines 2018-10-19 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT
                                                                    Exhibit 24.1

                                  POWER OF ATTORNEY

The undersigned does hereby appoint Steven Schwab, Gerald Nowak and Bradley Reed
as the undersigned's true and lawful attorneys-in-fact (each, an "Attorney-in-
Fact" and collectively, the "Attorneys-in-Fact"), each, individually or jointly,
with full power of substitution and resubstitution, to have full power and
authority to act in the undersigned's name, place and stead and the
undersigned's behalf to:

      1. execute and deliver in the undersigned's capacity as one or more of an
      officer, director or significant stockholder of SolarWinds Corporation
      or any of its subsidiaries (collectively, the "Company"), reports,
      schedules or other filings with respect to the reporting of ownership of
      or transactions in securities of the Company required to be made under the
      Securities Exchange Act of 1934, as  amended (the "Exchange Act"), or the
      Securities Act of 1933, as amended (the "Securities Act"), and the rules
      thereunder, including without limitation, Schedules 13D and 13G, Forms 3,
      4 and 5 and Form  144 and any amendments, corrections, supplements or
      other changes thereto;

      2. prepare, execute and submit to the Securities and Exchange Commission
      (the "SEC") a Form ID, including amendments thereto, and any other
      documents necessary or appropriate to obtain codes and passwords enabling
      the undersigned to file the above- mentioned reports, schedules or filings
      electronically with the SEC;

      3. do and perform any and all acts that such Attorney-in-Fact (in his sole
      discretion) determines may be necessary or desirable to complete and
      execute any such reports, schedules or other filings and timely file same
      with the SEC and any stock exchange or other authority; and

      4. take any other action of any type whatsoever in connection with the
      foregoing that, in the sole opinion of such Attorney-in-Fact, may be of
      benefit to, in the best interest of, or legally required by the
      undersigned, it being understood that the documents executed by such
      Attorney-in-Fact on behalf of the undersigned pursuant to this Power of
      Attorney shall be in such form and shall contain such terms and conditions
      as such Attorney-in-Fact may approve in his sole discretion.

The undersigned hereby ratifies and confirms all that the Attorneys-in-Fact
shall lawfully do or cause to be done by virtue of this Power of Attorney and
the rights and powers herein granted.  The undersigned acknowledges that the
Attorneys-in-Fact, in serving in such capacity at the undersigned's request, are
not assuming, nor is the Company assuming, (i) any of the undersigned's
responsibilities to comply with the requirements of the Exchange Act or the
Securities Act or any liability for the undersigned's failure to comply with
such requirements, or (ii) any obligation or liability the undersigned incur for
profit disgorgement under Section 16(b) of the Exchange Act.  The undersigned
further acknowledges that this Power of Attorney does not relieve the
undersigned from responsibility for compliance with the undersigned's
obligations under the Exchange Act or the Securities Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer subject to Sections 13 and 16 of the Exchange Act and
Rule 144 of the Securities Act with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the Attorneys-in-Fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
October 19, 2018.


                                        By: /s/ James K. Lines
                                           -------------------------------------
                                        Name: James K. Lines