Sec Form 4 Filing - NB Alternatives Advisers LLC @ SolarWinds Corp - 2018-10-23

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
NB Alternatives Advisers LLC
2. Issuer Name and Ticker or Trading Symbol
SolarWinds Corp [ SWI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
325 N. SAINT PAUL STREET, SUITE 4900
3. Date of Earliest Transaction (MM/DD/YY)
10/23/2018
(Street)
DALLAS, TX75201
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 ( 1 ) ( 2 ) ( 3 ) 10/23/2018 C( 4 ) 3,561,571 ( 5 ) A 5,550,952 ( 6 ) I ( 7 ) See footnote ( 7 )
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
Class A Common Stock ( 1 ) ( 2 ) ( 4 ) 10/23/2018 C( 4 ) 53,292 ( 8 ) ( 4 ) ( 4 ) Common Stock ( 3 ) 3,561,571 ( 4 ) ( 5 ) ( 4 ) 0 I See footnote ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NB Alternatives Advisers LLC
325 N. SAINT PAUL STREET, SUITE 4900
DALLAS, TX75201
X
NB Crossroads XX - MC Holdings LP
325 N. SAINT PAUL STREET, SUITE 4900
DALLAS, TX75201
X
NB Crossroads XXI - MC Holdings LP
325 N. SAINT PAUL STREET, SUITE 4900
DALLAS, TX75201
X
NB - Iowa's Public Universities LP
325 N. SAINT PAUL STREET, SUITE 4900
DALLAS, TX75201
X
NB PEP Holdings Ltd
325 N. SAINT PAUL STREET, SUITE 4900
DALLAS, TX75201
X
NB RP Co-Investment & Secondary Fund LLC
325 N. SAINT PAUL STREET, SUITE 4900
DALLAS, TX75201
X
NB Sonoran Fund Limited Partnership
325 N. SAINT PAUL STREET, SUITE 4900
DALLAS, TX75201
X
NB Wildcats Fund LP
325 N. SAINT PAUL STREET, SUITE 4900
DALLAS, TX75201
X
Signatures
/s/ NB Alternatives Advisers LLC, By: Blake Rice, Managing Director 10/23/2018
Signature of Reporting Person Date
/s/ NB Crossroads XX - MC Holdings LP, By: Jacquelyn Wang, Authorized Signatory 10/23/2018
Signature of Reporting Person Date
/s/ NB Crossroads XXI - MC Holdings LP, By: Jacquelyn Wang, Authorized Signatory 10/23/2018
Signature of Reporting Person Date
/s/ NB - Iowa's Public Universities LP, By: Jacquelyn Wang, Authorized Signatory 10/23/2018
Signature of Reporting Person Date
/s/ NB PEP Holdings Limited, By: Blake Rice, Authorized Signatory 10/23/2018
Signature of Reporting Person Date
/s/ NB RP Co-Investment & Secondary Fund LLC, By: Jacquelyn Wang, Authorized Signatory 10/23/2018
Signature of Reporting Person Date
/s/ NB Sonoran Fund Limited Partnership, By: Jacquelyn Wang, Authorized Signatory 10/23/2018
Signature of Reporting Person Date
/s/ NB Wildcats Fund LP, By: Jacquelyn Wang, Authorized Signatory 10/23/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by NB Alternatives Advisers LLC ("NBAA"), NB Crossroads XX - MC Holdings LP ("NB Crossroads XX LP"), NB Crossroads XXI - MC Holdings LP ("NB Crossroads XXI LP"), NB - Iowa's Public Universities LP ("NB IPU LP"), NB PEP Holdings Limited ("NB PEP"), NB RP Co-Investment & Secondary Fund LLC ("NB RP Co-Investment"), NB Sonoran Fund Limited Partnership ("NB Sonoran LP"), NB Strategic Co-Investment Partners II Holdings LP ("NB Co-Investment II Holdings"), NB Wildcats Fund LP ("NB Wildcats LP"), Neuberger Berman Insurance Fund Series Interests of the SALI Multi-Series Fund, L.P. ("NB SALI Series") and TfL Trustee Company Limited as Trustee of the TfL Pension Fund ("TfL Trustee") (collectively, the "Reporting Persons").
( 2 )To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the outstanding shares of SolarWinds Corporation (the "Issuer"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Neither the filing of this report nor anything herein shall be deemed an admission that any Reporting Person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, the beneficial owner of such securities.
( 3 )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 was reclassified into one share of Common Stock.
( 4 )Immediately prior to the completion of the Issuer's initial public offering, each outstanding share of Class A Common Stock automatically converted 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 was equal to $1,000 plus accrued and 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 were 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.
( 5 )Consists of (i) 284,926 shares held directly by NB Crossroads XX LP, (ii) 106,847 shares held directly by NB Crossroads XXI LP, (iii) 71,231 shares held directly by NB IPU LP, (iv) 249,309 shares held directly by NB PEP, (v) 71,231 shares held directly by NB RP Co-Investment, (vi) 71,231 shares held directly by NB Sonoran LP, (vii) 2,136,945 shares held directly by NB Co-Investment II Holdings, (viii) 71,231 shares held directly by NB Wildcats LP, (ix) 142,463 shares held directly by NB SALI Series and (x) 356,157 shares held directly by TfL Trustee.
( 6 )Consists of (i) 444,076 shares held directly by NB Crossroads XX LP, (ii) 166,528 shares held directly by NB Crossroads XXI LP, (iii) 111,019 shares held directly by NB IPU LP, (iv) 388,566 shares held directly by NB PEP, (v) 111,019 shares held directly by NB RP Co-Investment, (vi) 111,019 shares held directly by NB Sonoran LP, (vii) 3,330,573 shares held directly by NB Co-Investment II Holdings, (viii) 111,019 shares held directly by NB Wildcats LP, (ix) 222,038 shares held directly by NB SALI Series and (x) 555,095 shares held directly by TfL Trustee.
( 7 )NBAA exercises dispositive and voting power with respect to the shares held by each of the other Reporting Persons and, as a result, may be deemed to beneficially own the shares held directly by NB Crossroads XX LP, NB Crossroads XXI LP, NB IPU LP, NB PEP, NB RP Co-Investment, NB Sonoran LP, NB Co-Investment II Holdings, NB Wildcats LP, NB SALI Series and TfL Trustee.
( 8 )Consists of (i) 4,263 shares held directly by NB Crossroads XX LP, (ii) 1,599 shares held directly by NB Crossroads XXI LP, (iii) 1,066 shares held directly by NB IPU LP, (iv) 3,730 shares held directly by NB PEP, (v) 1,066 shares held directly by NB RP Co-Investment, (vi) 1,066 shares held directly by NB Sonoran LP, (vii) 31,975 shares held directly by NB Co-Investment II Holdings, (viii) 1,066 shares held directly by NB Wildcats LP, (ix) 2,132 shares held directly by NB SALI Series and (x) 5,329 shares held directly by TfL Trustee.

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