Sec Form 4 Filing - SIPPL ROGER J @ SolarWinds, Inc. - 2016-02-05

Insider filing report for Changes in Beneficial Ownership
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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
SIPPL ROGER J
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SOLARWINDS, INC., 7171 SOUTHWEST PARKWAY, BUILDING 400
3. Date of Earliest Transaction (MM/DD/YY)
02/05/2016
(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 02/05/2016 D 44,685 D $ 60.1 ( 1 ) 3,604 D
Common Stock 02/05/2016 D 3,604 D $ 60.1 ( 2 ) 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
Stock Option (right to buy) $ 21.86 02/05/2016 D 14,569 ( 3 ) 03/23/2020 Common Stock 14,569 $ 38.24 0 D
Stock Option (right to buy) $ 23.6 02/05/2016 D 11,221 ( 4 ) 05/19/2021 Common Stock 11,221 $ 36.5 0 D
Stock Option (right to buy) $ 45.05 02/05/2016 D 5,579 ( 5 ) 05/17/2022 Common Stock 5,579 $ 15.05 0 D
Stock Option (right to buy) $ 44.64 02/05/2016 D 6,109 ( 6 ) 05/09/2023 Common Stock 6,109 $ 15.46 0 D
Stock Option (right to buy) $ 37.38 02/05/2016 D 10,706 ( 7 ) 05/15/2024 Common Stock 10,706 $ 22.72 0 D
Stock Option (right to buy) $ 48.55 02/05/2016 D 8,816 ( 8 ) 05/14/2025 Common Stock 8,816 $ 11.55 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SIPPL ROGER J
C/O SOLARWINDS, INC.
7171 SOUTHWEST PARKWAY, BUILDING 400
AUSTIN, TX78735
X
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 full vesting on the earlier of the date of the issuer's 2016 annual meeting of stockholders or December 31, 2016, which units were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $60.10 per share.
( 3 )Represents the disposition of options, which provided for vesting of 1/3rd of the shares subject to the option on March 23, 2011 and 1/36th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $38.24 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.
( 4 )Represents the disposition of options, which provided for vesting of all of the shares subject to the option on the earlier of the date of the issuer's 2012 annual meeting of stockholders and December 31, 2012. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $36.50 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.
( 5 )Represents the disposition of options, which provided for vesting of all of the shares subject to the option on the earlier of the date of the issuer's 2013 annual meeting of stockholders and December 31, 2013. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $15.05 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.
( 6 )Represents the disposition of options, which provided for vesting of all of the shares subject to the option on the earlier of the date of the issuer's 2014 annual meeting of stockholders and December 31, 2014. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $15.46 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.
( 7 )Represents the disposition of options, which provided for vesting of all of the shares subject to the option on the earlier of the date of the issuer's 2015 annual meeting of stockholders and December 31, 2015. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $22.72 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 all of the shares subject to the option on the earlier of the date of the issuer's 2016 annual meeting of stockholders and December 31, 2016. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $11.55 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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