Sec Form 4 Filing - THOMPSON KEVIN B @ SolarWinds Corp - 2018-10-23

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
THOMPSON KEVIN B
2. Issuer Name and Ticker or Trading Symbol
SolarWinds Corp [ SWI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
7171 SOUTHWEST PARKWAY, BUILDING 400
3. Date of Earliest Transaction (MM/DD/YY)
10/23/2018
(Street)
AUSTIN, TX78735
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 A 1,925,620 A $ 0 1,925,620 D
Common Stock ( 1 ) 10/23/2018 A 103,473 A $ 0 2,029,093 I By Son
Common Stock ( 1 ) 10/23/2018 A 103,473 A $ 0 2,132,566 I By Daughter
Common Stock ( 1 ) 10/23/2018 M( 2 ) 669,240 ( 2 ) A 2,801,806 D
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 M( 2 ) 669,240 ( 2 ) ( 2 ) Common Stock ( 1 ) 669,240 ( 2 ) $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
THOMPSON KEVIN B
7171 SOUTHWEST PARKWAY, BUILDING 400
AUSTIN, TX78735
X President & CEO
Signatures
/s/ Jason W. Bliss Attorney-in-Fact for Kevin B. Thompson 10/25/2018
** 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 conversion value of such share of Class A Common Stock divided by $19.00. The conversion 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.

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).

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