X0306 4 2019-05-28 0 0001739942 SolarWinds Corp SWI 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 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 Common Stock 2019-05-28 4 S 0 2130235 17.415 D 36726460 I Held through SLP Aurora Co-Invest, L.P. Common Stock 124554 I See footnote The proceeds per share, before expenses, to the selling stockholders of the secondary public offering is $17.415, equal to $18.00 per share, the public offering price per share of common stock, less an amount equal to the underwriting discount of $0.585 per share. 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. Represents restricted stock units held by Messrs. Bingle, Hao and White as part of the Issuer's non-employee director compensation program, for the benefit of one or more of the Reporting Persons and/or certain of their affiliates or certain of the funds they manage ("Silver Lake"). Pursuant to Silver Lake's policies with respect to director compensation, upon the sale of these securities, the proceeds from each sale will be expected to be remitted to Silver Lake and/or its limited partners. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 4 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 4, in which the direct and indirect transactions and holdings of SLP Aurora and SLP Denali GP are also reported, in addition to being reported on this Form 4. By:/s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., man. 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. 2019-05-30 By:/s/ Andrew J. Schader, Managing Director and General Counsel 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. 2019-05-30