Sec Form 4 Filing - Thoma Bravo, LLC @ SolarWinds Corp - 2018-10-23

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Thoma Bravo, 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) C/O THOMA BRAVO, LLC, 150 N. RIVERSIDE PLAZA, SUITE 2800 3. Date of Earliest Transaction (MM/DD/YY) 10/23/2018 (Street) CHICAGO, IL60606 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 ) 10/23/2018 C( 2 ) 71,943,846 ( 3 ) A 112,129,318 ( 4 ) I See footnote ( 5 )

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 ( 2 ) 10/23/2018 C( 2 ) 1,076,505 ( 6 ) ( 2 ) ( 2 ) Common Stock ( 1 ) 71,943,846 ( 2 ) ( 3 ) ( 2 ) 0 I See footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thoma Bravo, LLC C/O THOMA BRAVO, LLC 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO PARTNERS XI, L.P. C/O THOMA BRAVO, LLC 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO FUND XI, L.P. C/O THOMA BRAVO, LLC 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO FUND XI-A, L.P. C/O THOMA BRAVO, LLC 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO EXECUTIVE FUND XI, L.P. C/O THOMA BRAVO, LLC 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO PARTNERS XII, L.P. C/O THOMA BRAVO, LLC 150 N. RIVERSIDE PLAZA, SUITE 2800 1040 BRUSSELS, IL60654 X THOMA BRAVO FUND XII, L.P. C/O THOMA BRAVO, LLC 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60654 X THOMA BRAVO FUND XII-A, L.P. C/O THOMA BRAVO, LLC 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60654 X THOMA BRAVO EXECUTIVE FUND XII, L.P. C/O THOMA BRAVO, LLC 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60654 X Thoma Bravo Executive Fund XII-a, L.P. C/O THOMA BRAVO, LLC 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60654 X Signatures Thoma Bravo, LLC by /s/ Bradley Reed, Attorney-in-Fact 10/24/2018 Signature of Reporting Person Date Thoma Bravo Partners XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact 10/24/2018 Signature of Reporting Person Date Thoma Bravo Fund XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact 10/24/2018 Signature of Reporting Person Date Thoma Bravo Fund XI-A, L.P. by /s/ Bradley Reed, Attorney-in-Fact 10/24/2018 Signature of Reporting Person Date Thoma Bravo Executive Fund XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact 10/24/2018 Signature of Reporting Person Date Thoma Bravo Partners XII, L.P. by /s/ Bradley Reed, Attorney-in-Fact 10/24/2018 Signature of Reporting Person Date Thoma Bravo Fund XII, L.P. by /s/ Bradley Reed, Attorney-in-Fact 10/24/2018 Signature of Reporting Person Date Thoma Bravo Fund XII-A, L.P. by /s/ Bradley Reed, Attorney-in-Fact 10/24/2018 Signature of Reporting Person Date Thoma Bravo Executive Fund XII, L.P. by /s/ Bradley Reed, Attorney-in-Fact 10/24/2018 Signature of Reporting Person Date Thoma Bravo Executive Fund XII-A, L.P. by /s/ Bradley Reed, Attorney-in-Fact 10/24/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )Consists of 23,454,308 shares held directly by Thoma Bravo Fund XI, L.P. ("TB Fund XI"), 11,779,333 shares held directly by Thoma Bravo Fund XI-A, L.P. ("TB Fund XI-A"), 517,424 shares held directly by Thoma Bravo Executive Fund XI, L.P. ("TB Exec Fund XI"), 11,604,548 shares held directly by Thoma Bravo Fund XII, L.P. ("TB Fund XII"), 10,262,749 shares held directly by Thoma Bravo Fund XII-A, L.P. ("TB Fund XII-A"), 113,566 shares held directly by Thoma Bravo Executive Fund XII, L.P. ("TB Exec Fund XII"), 100,913 shares held directly by Thoma Bravo Executive Fund XII-A, L.P. ("TB Exec Fund XII-A"), 9,499,388 shares held directly by Thoma Bravo Special Opportunities Fund II, L.P. ("TB SOF II") and 4,611,617 shares held directly by Thoma Bravo Special Opportunities Fund II-A, L.P. ("TB SOF II-A"). ( 4 )Consists of 36,562,330 shares held directly by TB Fund XI, 18,362,505 shares held directly by TB Fund XI-A, 806,600 shares held directly by TB Exec Fund XI, 18,086,468 shares held directly by TB Fund XII, 15,995,183 shares held directly by TB Fund XII-A, 177,001 shares held directly by TB Exec Fund XII, 157,280 shares held directly by TB Exec Fund XII-A, 14,798,030 shares held directly by TB SOF II and 7,183,921 shares held directly by TB SOF II-A. ( 5 )Thoma Bravo Partners XI, L.P. ("TB Partners XI") is the general partner of each of TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB SOF II and TB SOF II-A. Thoma Bravo Partners XII, L.P. ("TB Partners XII") is the general partner of each of TB Fund XII, TB Fund XII-A, TB Exec Fund XII and TB Exec Fund XII-A. Thoma Bravo, LLC ("TB, LLC") is the general partner of each of TB Partners XI and TB Partners XII. By virtue of the relationships described in this footnote, TB, LLC may be deemed to exercise voting and dispositive power with respect to the shares held by TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB Fund XII, TB Fund XII-A, TB Exec Fund XII, TB SOF II and TB SOF II-A. Each of TB Partners XI, TB Partners XII and TB, LLC disclaims beneficial ownership of the shares owned by TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB Fund XII, TB Fund XII-A, TB Exec Fund XII, TB Exec Fund XII-A, TB SOF II and TB SOF II-A except to the extent of its pecuniary interest therein. ( 6 )Consists of 351,143 shares held directly by TB Fund XI, 176,353 shares held directly by TB Fund XI-A, 7,747 shares held directly by TB Exec Fund XI, 173,640 shares held directly by TB Fund XII, 153,563 shares held directly by TB Fund XII-A, 1,699 shares held directly by TB Exec Fund XII, 1,510 shares held directly by TB Exec Fund XII-A, 141,942 shares held directly by TB SOF II and 68,908 shares held directly by TB SOF II-A.

Remarks: 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, TB SOF II and TB SOF II-A have filed a separate Form 4. The holdings of such entities are also reported on this Form 4.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.