Sec Form 4 Filing - NB Strategic Co-Investment Partners II Holdings LP @ SolarWinds Corp - 2019-05-28

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 Strategic Co-Investment Partners II Holdings LP
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)
05/28/2019
(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 ) 05/28/2019 S 302,419 ( 3 ) D $ 17.415 5,248,533 ( 4 ) I ( 5 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NB Strategic Co-Investment Partners II Holdings LP
325 N. SAINT PAUL STREET, SUITE 4900
DALLAS, TX75201
X
Neuberger Berman Insurance Fund Series Interests of the SALI Multi-Series Fund, L.P.
325 N. SAINT PAUL STREET, SUITE 4900
DALLAS, TX75201
X
TfL Trustee Co Ltd
325 N. SAINT PAUL STREET, SUITE 4900
DALLAS, TX75201
X
Signatures
/s/ NB Strategic Co-Investment Partners II Holdings LP, By: Jacquelyn Wang, Authorized Signatory 05/28/2019
Signature of Reporting Person Date
/s/ Neuberger Berman Insurance Fund Series Interests of the SALI Multi-Series Fund, L.P., By: Jacquelyn Wang, Authorized Signatory 05/28/2019
Signature of Reporting Person Date
/s/ TfL Trustee Company Limited as Trustee of the TfL Pension Fund, By: Jacquelyn Wang, Authorized Signatory 05/28/2019
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 second 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 )Consists of (i) 24,194 shares sold by NB Crossroads XX LP, (ii) 9,073 shares sold by NB Crossroads XXI LP, (iii) 6,048 shares sold by NB IPU LP, (iv) 21,169 shares sold by NB PEP, (v) 6,048 shares sold by NB RP Co-Investment, (vi) 6,048 shares sold by NB Sonoran LP, (vii) 181,452 shares sold by NB Co-Investment II Holdings, (viii) 6,048 shares sold by NB Wildcats LP, (ix) 12,097 shares sold by NB SALI Series and (x) 30,242 shares sold by TfL Trustee.
( 4 )Consists of (i) 419,882 shares held directly by NB Crossroads XX LP, (ii) 157,455 shares held directly by NB Crossroads XXI LP, (iii) 104,971 shares held directly by NB IPU LP, (iv) 367,397 shares held directly by NB PEP, (v) 104,971 shares held directly by NB RP Co-Investment, (vi) 104,971 shares held directly by NB Sonoran LP, (vii) 3,149,121 shares held directly by NB Co-Investment II Holdings, (viii) 104,971 shares held directly by NB Wildcats LP, (ix) 209,941 shares held directly by NB SALI Series and (x) 524,853 shares held directly by TfL Trustee.
( 5 )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.

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