Sec Form 4 Filing - THOMPSON KEVIN B @ SolarWinds, Inc. - 2016-01-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person THOMPSON KEVIN B 2. Issuer Name and Ticker or Trading Symbol SolarWinds, Inc. [ SWI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Director, President & CEO (Last) (First) (Middle) C/O SOLARWINDS, INC., 7171 SOUTHWEST PARKWAY, BUILDING 400 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2016 (Street) AUSTIN, TX78735 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/25/2016 G V 32,279 D $ 0 429,111 D Common Stock 02/05/2016 D 257,846 D $ 60.1 ( 1 ) 171,265 D Common Stock 02/05/2016 D 15,920 D $ 60.1 ( 2 ) 155,345 D Common Stock 02/05/2016 D 18,909 D $ 60.1 ( 3 ) 136,436 D Common Stock 02/05/2016 D 3,138 D $ 60.1 ( 4 ) 133,298 D Common Stock 02/05/2016 D 79,763 D $ 60.1 ( 5 ) 53,535 D Common Stock 02/05/2016 D 53,535 D $ 60.1 ( 6 ) 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 4.06 02/05/2016 D 9 ( 7 ) 07/26/2017 Common Stock 9 $ 56.04 0 D Employee Stock Option (right to buy) $ 10 02/05/2016 D 108,116 ( 8 ) 04/23/2019 Common Stock 108,116 $ 50.1 0 D Employee Stock Option (right to buy) $ 18.87 02/05/2016 D 62,099 ( 9 ) 02/25/2020 Common Stock 62,099 $ 41.23 0 D Employee Stock Option (right to buy) $ 20.06 02/05/2016 D 89,400 ( 10 ) 01/04/2021 Common Stock 89,400 $ 40.04 0 D Employee Stock Option (right to buy) $ 28.03 02/05/2016 D 174,007 ( 11 ) 01/04/2022 Common Stock 174,007 $ 32.07 0 D Employee Stock Option (right to buy) $ 53.39 02/05/2016 D 79,736 ( 12 ) 02/06/2023 Common Stock 79,736 $ 6.71 0 D Employee Stock Option (right to buy) $ 53.39 02/05/2016 D 33,060 ( 13 ) 02/06/2023 Common Stock 33,060 $ 6.71 0 D Employee Stock Option (right to buy) $ 42.46 02/05/2016 D 225,360 ( 14 ) 02/06/2024 Common Stock 225,360 $ 17.64 0 D Employee Stock Option (right to buy) $ 48.72 02/05/2016 D 166,980 ( 15 ) 02/03/2025 Common Stock 166,980 $ 11.38 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other THOMPSON KEVIN B C/O SOLARWINDS, INC. 7171 SOUTHWEST PARKWAY, BUILDING 400 AUSTIN, TX78735 X Director, President & CEO Signatures /s/ Jason W. Bliss, Attorney-in-Fact 02/09/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Agreement and Plan of Merger between and among SolarWinds, Inc., Project Aurora Holdings, LLC and Project Aurora Merger Corp. (the "Merger Agreement") in exchange for a cash payment of $60.10 per share. ( 2 )Represents the disposition of restricted stock units, which provided for vesting in five equal annual installments beginning January 4, 2013, which units were cancelled pursuant to the Merger Agreement in in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly as practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied. ( 3 )Represents the disposition of restricted stock units, which provided for vesting in four equal annual installments beginning February 6, 2014, which units were cancelled pursuant to the Merger Agreement in in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly as practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied. ( 4 )Represents the disposition of restricted stock units, which provided for vesting in five equal annual installments beginning February 6, 2014, which units were cancelled pursuant to the Merger Agreement in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly as practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied. ( 5 )Represents the disposition of restricted stock units, which provided for vesting in four equal annual installments beginning February 6, 2015, which units were cancelled pursuant to the Merger Agreement in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly as practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied. ( 6 )Represents the disposition of restricted stock units, which provided for vesting in four equal annual installments beginning February 3, 2016, which units were cancelled pursuant to the Merger Agreement in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly as practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied. ( 7 )Represents the disposition of options, which provided for vesting of 1/4th of the shares subject to the option on May 1, 2008 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $56.04 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. ( 8 )Represents the disposition of options, which provided for vesting of 1/4th of the shares subject to the option on April 23, 2010 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $50.10 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. ( 9 )Represents the disposition of options, which provided for vesting of 1/4th of the shares subject to the option on February 25, 2011 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $41.23 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. ( 10 )Represents the disposition of options, which provided for vesting of 1/4th of the shares subject to the option on January 4, 2012 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $40.04 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. ( 11 )Represents the disposition of options, which provided for vesting of 1/60th of the shares subject to the option on February 4, 2012 and each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $32.07 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. ( 12 )Represents the disposition of options, which provided for vesting of 1/48th of the shares subject to the option on March 6, 2013 and each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $6.71 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. ( 13 )Represents the disposition of options, which provided for vesting of 1/60th of the shares subject to the option on March 6, 2013 and each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $6.71 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. ( 14 )Represents the disposition of options, which provided for vesting of 1/4th of the shares subject to the option on February 6, 2015 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $17.64 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. ( 15 )Represents the disposition of options, which provided for vesting of 1/4th of the shares subject to the option on February 3, 2016 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $11.38 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10.

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