Sec Form 4 Filing - Silver Lake Group, L.L.C. @ SolarWinds Corp - 2020-02-26

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Silver Lake Group, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
SolarWinds Corp [ SWI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SILVER LAKE, 2775 SAND HILL ROAD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
02/26/2020
(Street)
MENLO PARK, CA94025
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 02/26/2020 A( 1 ) 23,000 A $ 0 124,554 I See footnotes ( 1 ) ( 2 )
Common Stock 91,879,985 I Held through Silver Lake Partners IV, L.P. ( 3 ) ( 6 )
Common Stock 1,510,161 I Held through Silver Lake Technology Investors IV, L.P. ( 4 ) ( 6 )
Common Stock 36,726,460 I Held through SLP Aurora Co-Invest, L.P. ( 5 ) ( 6 )
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 Securi ties 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
Silver Lake Group, L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
SLTA IV (GP), L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Silver Lake Technology Associates IV, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Silver Lake Partners IV, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Silver Lake Technology Investors IV, L.P.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
SLTA III (GP), L.L.C.
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Silver Lake Technology Associates III, L.P.
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X X
Hao Kenneth
C/O SILVER LAKE PARTNERS
2775 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Bingle Michael J
C/O SILVER LAKE, 55 HUDSON YARDS
550 WEST 34TH STREET, 40TH FLOOR
NEW YORK, NY10001
X
Signatures
By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. 02/28/2020
Signature of Reporting Person Date
By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C. 02/28/2020
Signature of Reporting Person Date
By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P. 02/28/2020
Signature of Reporting Person Date
By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., GP of Silver Lake Technology Associates IV, L.P., GP of Silver Lake Partners IV, L.P. 02/28/2020
Signature of Reporting Person Date
By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., GP of Silver Lake Technology Associates IV, L.P., GP of Silver Lake Technology Investors IV, L.P. 02/28/2020
Signature of Reporting Person Date
By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C. 02/28/2020
Signature of Reporting Person Date
By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P. 02/28/2020
Signature of Reporting Person Date
KENNETH Y. HAO: /s/ Kenneth Y. Hao 02/28/2020
Signature of Reporting Person Date
MICHAEL J. BINGLE: /s/ Michael J. Bingle 02/28/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 23,000 restricted stock units awarded to Michael Widmann, a director of the Issuer and an executive of Silver Lake Group, L.L.C., as part of the Issuer's non-employee director compensation program (the "Director Compensation Program"). These restricted stock units vest one-third on each of October 23, 2020, October 23, 2021 and October 23, 2022, subject to the director's continued service through the vesting dates. On February 26, 2020, Jason White, an executive of Silver Lake Group, L.L.C., resigned from the Issuer's board of directors. This grant to Mr. Widmann represents the unvested portion of the grant made to Mr. White under the Issuer's Director Compensation Program at the time of the Issuer's initial public offering and vests on the same terms as the grant made to Mr. White.
( 2 )Represents restricted stock units held by Kenneth Y. Hao, Michael J. Bingle and Mr. Widmann, directors of the Issuer and executives of Silver Lake Group, L.L.C., and Jason White, as part of the Issuer's Director Compensation Program, for the benefit of one or more of the Reporting Persons and/or certain of their affiliates or certain of the funds they manage ("Silver Lake"). Pursuant to Silver Lake's policies with respect to director compensation, upon the sale of these securities, the proceeds from each sale will be expected to be remitted to Silver Lake and/or its limited partners. This amount includes the 10,852 restricted stock units granted to Mr. White in May 2019 under the Director Compensation Program. Pursuant to a consulting agreement entered into between Mr. White and the Issuer, these restricted stock units will continue to vest.
( 3 )These securities are directly held by Silver Lake Partners IV, L.P. ("SLP IV"). The general partner of SLP IV is Silver Lake Technology Associates IV, L.P. ("SLTA IV"), and the general partner of SLTA IV is SLTA IV (GP), L.L.C. ("SLTA IV GP").
( 4 )These securities are directly held by Silver Lake Technology Investors IV, L.P. ("SLTI IV"). The general partner of SLTI IV is SLTA IV, and the general partner of SLTA IV is SLTA IV GP.
( 5 )These securities are directly held by SLP Aurora Co-Invest, L.P. ("SLP Aurora"). The general partner of SLP Aurora is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP").
( 6 )Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP and SLTA IV GP. Messrs. Bingle, Hao and Widmann serve as directors of the Issuer and are executives of SLG. Each of SLP IV, SLTI IV, SLTA IV, SLTA IV GP, SLP Aurora, SLP Denali GP, SLTA III, SLTA III GP and SLG may be deemed to be a director by deputization of the Issuer. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

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.