X0206 3 2018-10-19 0 0001739942 SolarWinds Corp SWI 0001672569 SLP Denali Co-Invest GP, L.L.C. C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 0001755410 SLP Aurora Co-Invest, L.P. C/O SILVER LAKE 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 Class B Common Stock 13925659 I Held through SLP Aurora Co-Invest, L.P. Class A Common Stock Common Stock 24931036 I Held through SLP Aurora Co-Invest, L.P. 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 such shares of Class B Common Stock into Common Stock. These securities are directly held by SLP Aurora Co-Invest, L.P. ("SLP Aurora"). The general partner of SLP Aurora is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP"). Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP. Kenneth Y. Hao, Michael J. Bingle and Jason White serve as directors of the Issuer and are executives of SLG. Each of SLP Aurora, SLP Denali GP, SLTA III, SLTA III GP, SLG and certain of their affiliates may be deemed to be directors by deputization of the Issuer. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, SLTA III, SLTA III GP, SLG and certain other affiliates of the Reporting Persons have filed a separate Form 3, in which the direct and indirect holdings of SLP Aurora and SLP Denali GP are also reported, in addition to being reported on this Form 3. By:/s/ Karen M. King, Managing Director and Chief Legal Officer of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P., managing member of SLP Denali Co-Invest GP, L.L.C. 2018-10-19 By:/s/ Karen M. King, Managing Director and CLO of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., GP of Silver Lake Technology Associates III, L.P., managing member of SLP Denali Co-Invest GP, L.L.C., GP of SLP Aurora Co-Invest, L.P. 2018-10-19