Sec Form 4 Filing - HarbourVest 2015 Global Fund L.P. @ SolarWinds Corp - 2019-05-28

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
HarbourVest 2015 Global Fund L.P.
2. Issuer Name and Ticker or Trading Symbol
SolarWinds Corp [ SWI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O HARBOURVEST PARTNERS, LLC, ONE FINANCIAL CENTER, 44TH FLR
3. Date of Earliest Transaction (MM/DD/YY)
05/28/2019
(Street)
BOSTON, MA02111
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 05/28/2019 S 18,145 D $ 17.415 ( 1 ) 314,912 D ( 2 ) ( 3 )
Common Stock 05/28/2019 S 27,218 D $ 17.415 ( 1 ) 472,368 D ( 4 ) ( 5 )
Common Stock 05/28/2019 S 75,605 D $ 17.415 ( 1 ) 1,312,133 D ( 6 ) ( 7 )
Common Stock 05/28/2019 S 18,145 D $ 17.415 ( 1 ) 314,912 D ( 8 ) ( 9 )
Common Stock 05/28/2019 S 42,339 D $ 17.415 ( 1 ) 734,795 D ( 10 ) ( 11 )
Common Stock 05/28/2019 S 30,242 D $ 17.415 ( 1 ) 524,853 D ( 12 ) ( 13 )
Common Stock 05/28/2019 S 30,242 D $ 17.415 ( 1 ) 524,853 D ( 14 ) ( 15 )
Common Stock 05/28/2019 S 211,694 D $ 17.415 ( 1 ) 3,673,975 D ( 16 ) ( 17 )
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
HarbourVest 2015 Global Fund L.P.
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLR
BOSTON, MA02111
See Remarks
HarbourVest Global Annual Private Equity Fund L.P.
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLR
BOSTON, MA02111
See Remarks
HarbourVest Partners IX-Buyout Fund L.P.
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLR
BOSTON, MA02111
See Remarks
HarbourVest Partners X AIF Buyout L.P.
C/O HARBOURVEST PARTNERS LLC
ONE FINANCIAL CENTER, 44TH FLR
BOSTON, MA02111
See Remarks
HarbourVest Partners X Buyout Fund L.P.
C/O HARBOURVEST PARTNERS LLC
ONE FINANCIAL CENTER, 44TH FLR
BOSTON, MA02111
See Remarks
Meranti Fund L.P.
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLR
BOSTON, MA02111
See Remarks
NPS Co-Investment (A) Fund L.P.
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLR
BOSTON, MA02111
See Remarks
SMRS-TOPE LLC
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLR
BOSTON, MA02111
See Remarks
HARBOURVEST PARTNERS LLC
ONE FINANCIAL CENTER, 44TH FLR
BOSTON, MA02111
See Remarks
Signatures
HARBOURVEST 2015 GLOBAL FUND L.P. By: HarbourVest 2015 Global Associates L.P., its GP; By: HarbourVest 2015 Global Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Robert M. Wadsworth, Managing Director 05/30/2019
Signature of Reporting Person Date
HARBOURVEST GLOBAL ANNUAL PRIVATE EQUITY FUND L.P. By: HarbourVest Global Associates L.P., its GP; By: HarbourVest Global Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Peter Lipson, Managing Director 05/30/2019
Signature of Reporting Person Date
HARBOURVEST PARTNERS IX-BUYOUT FUND L.P. By: HarbourVest IX-Buyout Associates L.P., its GP; By: HarbourVest IX-Buyout Associates LLC, its GP; HarbourVest Partners, LLC, its Managing Member; By: /s/ Peter Lipson, Managing Director 05/30/2019
Signature of Reporting Person Date
HARBOURVEST PARTNERS X AIF BUYOUT L.P. By: HarbourVest Partners (Ireland) Limited, its Alternative Investment Fund Manager; By: /s/ Peter Lipson, Authorized Person 05/30/2019
Signature of Reporting Person Date
HARBOURVEST PARTNERS X BUYOUT FUND L.P. By: HarbourVest X Associates LP., its GP; By: HarbourVest X Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Peter Lipson, Managing Director 05/30/2019
Signature of Reporting Person Date
MERANTI FUND L.P. By: Meranti Associates L.P., its General Partner; By: Meranti Associates LLC, its General Partner; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Peter Lipson, Managing Director 05/30/2019
Signature of Reporting Person Date
NPS CO-INVESTMENT (A) FUND L.P. By: NPS Co-Investment Associates L.P., its GP; By: HarbourVest GP LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member: By: /s/ Peter Lipson, Managing Director 05/30/2019
Signature of Reporting Person Date
SMRS-TOPE LLC By: HVST-TOPE LLC, its Managing Member; By: HarbourVest Partners L.P., its Manager; By: HarbourVest Partners, LLC, its GP; By: /s/ Peter Lipson, Managing Director 05/30/2019
Signature of Reporting Person Date
HARBOURVEST PARTNERS, LLC By: /s/ Peter Lipson, Managing Director 05/30/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The proceeds per share, before expenses, to the selling stockholders of the secondary public offering is $17.415, equal to $18.00 per share, the public offering price per share of common stock, less an amount equal to the underwriting discount of $0.585 per share.
( 2 )These securities are owned solely by HarbourVest 2015 Global Fund L.P. ("HV Global"). HarbourVest Partners, LLC is the managing member of HarbourVest 2015 Global Associates LLC, which is the general partner of HarbourVest 2015 Global Associates L.P., which is the general partner of HV Global. Each of HarbourVest Partners, LLC, HarbourVest 2015 Global Associates LLC and HarbourVest 2015 Global Associates L.P. may be deemed to have a beneficial interest in the securities held by HV Global and each disclaims beneficial ownership of the securities held by HV Global, except to the extent of its pecuniary interest which is subject to indeterminable future events.
( 3 )Each of the reporting persons (other than HV Global) disclaims beneficial ownership of the securities held by HV Global and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.
( 4 )These securities are owned solely by HarbourVest Global Annual Private Equity Fund L.P. ("HV Global Annual"). HarbourVest Partners, LLC is the managing member of HarbourVest Global Associates LLC, which is the general partner of HarbourVest Global Associates L.P., which is the general partner of HV Global Annual. Each of HarbourVest Partners, LLC, HarbourVest Global Associates LLC and HarbourVest Global Associates L.P. may be deemed to have a beneficial interest in the securities held by HV Global Annual and each disclaims beneficial ownership of the securities held by HV Global Annual, except to the extent of its pecuniary interest which is subject to indeterminable future events.
( 5 )Each of the reporting persons (other than HV Global Annual) disclaims beneficial ownership of the securities held by HV Global Annual and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.
( 6 )These securities are owned solely by HarbourVest Partners IX-Buyout Fund L.P. ("HV IX-Buyout"). HarbourVest Partners, LLC is the managing member of HarbourVest IX-Buyout Associates LLC, which is the general partner of HarbourVest IX-Buyout Associates L.P., which is the general partner of HV IX Buyout. Each of HarbourVest Partners, LLC, HarbourVest IX-Buyout Associates LLC and HarbourVest IX-Buyout Associates L.P. may be deemed to have a beneficial interest in the securities held by HV IX-Buyout and each disclaims beneficial ownership of the securities held by HV IX-Buyout, except to the extent of its pecuniary interest which is subject to indeterminable future events.
( 7 )Each of the reporting persons (other than HV IX Buyout) disclaims beneficial ownership of the securities held by HV IX Buyout and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.
( 8 )These securities are owned solely by HarbourVest Partners X AIF Buyout L.P. ("HV X AIF"). HarbourVest Partners (Ireland) Limited is the Alternative Investment Fund Manager of HV X AIF. HarbourVest Partners (Ireland) Limited may be deemed to have a beneficial interest in the securities held by HV X AIF and disclaims beneficial ownership of the securities held by HV X AIF, except to the extent of its pecuniary interest which is subject to indeterminable future events.
( 9 )Each of the reporting persons (other than HV X AIF) disclaims beneficial ownership of the securities held by HV X AIF and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.
( 10 )These securities are owned solely by HarbourVest Partners X Buyout Fund L.P. ("HV X Buyout"). HarbourVest Partners, LLC is the managing member of HarbourVest X Associates LLC, which is the general partner of HarbourVest X Associates L.P., which is the general partner of HV X Buyout. Each of HarbourVest Partners, LLC, HarbourVest X Associates LLC and HarbourVest X Associates L.P. may be deemed to have a beneficial interest in the securities held by HV X-Buyout and each disclaims beneficial ownership of the securities held by HV X-Buyout, except to the extent of its pecuniary interest which is subject to indeterminable future events.
( 11 )Each of the reporting persons (other than HV X Buyout) disclaims beneficial ownership of the securities held by HV X Buyout and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.
( 12 )These securities are owned solely by Meranti Fund L.P. ("Meranti"). HarbourVest Partners, LLC is the managing member of Meranti Associates LLC, which is the general partner of Meranti Associates L.P., which is the general partner of Meranti. Each of HarbourVest Partners, LLC, Meranti Associates LLC and Meranti Associates L.P. may be deemed to have a beneficial interest in the securities held by Meranti and each disclaims beneficial ownership of the securities held by Meranti, except to the extent of its pecuniary interest which is subject to indeterminable future events.
( 13 )Each of the reporting persons (other than Meranti) disclaims beneficial ownership of the securities held by Meranti and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.
( 14 )These securities are owned solely by NPS Co-Investment (A) Fund L.P. ("NPS Co-Investment"). HarbourVest Partners, LLC is the managing member of HarbourVest GP LLC, which is the general partner NPS Co-Investment Associates L.P., which is the general partner of NPS Co-Investment. Each of HarbourVest Partners, LLC, HarbourVest GP LLC and NPS Co-Investment Associates L.P. may be deemed to have a beneficial interest in the securities held by NPS Co-Investment and each disclaims beneficial ownership of the securities held by NPS Co-Investment, except to the extent of its pecuniary interest which is subject to indeterminable future events.
( 15 )Each of the reporting persons (other than NPS Co-Investment) disclaims beneficial ownership of the securities held by NPS Co-Investment and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.
( 16 )These securities are owned solely by SMRS-TOPE LLC ("SMRS-TOPE"). HarbourVest Partners, LLC is the general partner of HarbourVest Partners L.P., which is the manager of HVST-TOPE LLC, which is the managing member of SMRS-TOPE. Each of HarbourVest Partners, LLC, HarbourVest Partners L.P. and HVST-TOPE LLC may be deemed to have a beneficial interest in the securities held by SMRS-TOPE and each disclaims beneficial ownership of the securities held by SMRS-TOPE, except to the extent of its pecuniary interest which is subject to indeterminable future events.
( 17 )Each of the reporting persons (other than SMRS-TOPE) disclaims beneficial ownership of the securities held by SMRS-TOPE and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.

Remarks:
The reporting persons are parties to a stockholders' agreement with certain other holders of the Issuer's capital stock, as a result of which the reporting persons may be deemed to be members of a "group" within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with such other holders that beneficially owns more than 10% of the Issuer's Class A Common Stock, which is the class of equity securities registered under Section 12 of the Exchange Act. This filing is being made as a precautionary matter and shall not be deemed an admission that any of the reporting persons is a member of a group or is required to file reports pursuant to Section 16 of the Exchange Act.

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.