Sec Form 3 Filing - THOMA BRAVO UGP, LLC @ N-able, Inc. - 2021-07-19

FORM 3 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 THOMA BRAVO UGP, LLC 2. Issuer Name and Ticker or Trading Symbol N-able, Inc. [ NABL] 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, L.P, 150 N. RIVERSIDE PLAZA, SUITE 2800 3. Date of Earliest Transaction (MM/DD/YY) 07/19/2021 (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 50,090,643 I ( 1 ) ( 2 ) ( 3 ) See footnotes ( 1 ) ( 2 ) ( 3 )

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 THOMA BRAVO UGP, LLC C/O THOMA BRAVO, L.P 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO PARTNERS XI, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO FUND XI, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO FUND X-A, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO EXECUTIVE FUND XI, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO PARTNERS XII, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO FUND XII, L.P. C/O THOMA BRAVO, L.P. 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO FUND XII-A, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X THOMA BRAVO EXECUTIVE FUND XII, L.P. C/O THOMA BRAVO, L.P. 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO, IL60606 X Signatures /s/ Seth Boro, Managing Member of Thoma Bravo UGP, LLC 07/29/2021 Signature of Reporting Person Date /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo Partners XI, L.P. 07/29/2021 Signature of Reporting Person Date /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo UGP XI, LLC of the General Partner of Thoma Bravo Fund XI, L.P. 07/29/2021 Signature of Reporting Person Date /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo UGP XI, LLC of the General Partner of Thoma Bravo Fund XI-A, L.P. 07/29/2021 Signature of Reporting Person Date /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo UGP XI, LLC of the General Partner of Thoma Bravo Executive Fund XI, L.P. 07/29/2021 Signature of Reporting Person Date /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of Thoma Bravo UGP, LLC, the General Partner of Thoma Bravo Partners XII, L.P. 07/29/2021 Signature of Reporting Person Date /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of Thoma Bravo UGP, LLC, the General Partner of Thoma Bravo Partners XI, L.P. 07/29/2021 Signature of Reporting Person Date /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo UGP XII, LLC of the General Partner of Thoma Bravo Fund XII, L.P. 07/29/2021 Signature of Reporting Person Date /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo UGP XII, LLC of the General Partner of Thoma Bravo Fund XII-A, L.P. 07/29/2021 Signature of Reporting Person Date /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo UGP XII, LLC of the General Partner of Thoma Bravo Executive Fund XII, L.P. 07/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of 16,333,201 shares held directly by Thoma Bravo Fund XI, L.P. ("TB Fund XI"), 8,202,937 shares held directly by Thoma Bravo Fund XI-A, L.P. ("TB Fund XI-A"), 360,326 shares held directly by Thoma Bravo Executive Fund XI, L.P. ("TB Exec Fund XI"), 8,079,625 shares held directly by Thoma Bravo Fund XII, L.P. ("TB Fund XII"), 7,145,401 shares held directly by Thoma Bravo Fund XII-A, L.P. ("TB Fund XII-A"), 79,070 shares held directly by Thoma Bravo Executive Fund XII, L.P. ("TB Exec Fund XII"), 70,260 shares held directly by Thoma Bravo Executive Fund XII-A, L.P. ("TB Exec Fund XII-A"), 6,610,607 shares held directly by Thoma Bravo Special Opportunities Fund II, L.P. ("TB SOF II") and 3,209,216 shares held directly by Thoma Bravo Special Opportunities Fund II-A, L.P. ("TB SOF II-A"). ( 2 )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 UGP, LLC ("TB, LLC") is the managing member of the general partner of each of TB Partners XI and TB Partners XII. ( 3 )(Continued from footnote 2) 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.

Remarks: Power of Attorney attached as Exhibit 24.1. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, TB SOF II and TB SOF II-A have filed a separate Form 3. The holdings of such entities are also reported on this Form 3. Form 1 of 2.

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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