Sec Form 3 Filing - Lexington Co-Investment Holdings III, L.P. @ 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

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 Lexington Co-Investment Holdings III, L.P. 2. Issuer Name and Ticker or Trading Symbol N-able, Inc. [ NABL] 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) 399 PARK AVENUE, 20TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/19/2021 (Street) NEW YORK, NY10022 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 1,239,867 D ( 1 )

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 Lexington Co-Investment Holdings III, L.P. 399 PARK AVENUE, 20TH FLOOR NEW YORK, NY10022 See Remarks Lexington Partners Advisors Holdings GP L.L.C. 399 PARK AVENUE, 20TH FLOOR NEW YORK, NY10022 See Remarks Lexington Partners Advisors Holdings L.P. 399 PARK AVENUE, 20TH FLOOR NEW YORK, NY10022 See Remarks Lexington Partners Advisors GP L.L.C. 399 PARK AVENUE, 20TH FLOOR NEW YORK, NY10022 See Remarks Lexington Partners L.P. 399 PARK AVENUE, 20TH FLOOR NEW YORK, NY10022 See Remarks CIP Partners GP III LLC 399 PARK AVENUE, 20TH FLOOR NEW YORK, NY10022 See Remarks CIP Partners III, L.P. 399 PARK AVENUE, 20TH FLOOR NEW YORK, NY10022 See Remarks Nicklas Brent R 399 PARK AVENUE, 20TH FLOOR NEW YORK, NY10022 See Remarks Signatures By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA, the GP of LP, the managing member of CIP GP, the GP of CIP LP, the GP of LCI 07/29/2021 Signature of Reporting Person Date By: /s/ Thomas Giannetti, CFO of LPAH GP 07/29/2021 Signature of Reporting Person Date By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH 07/29/2021 Signature of Reporting Person Date By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA 07/29/2021 Signature of Reporting Person Date By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA, the GP of LP 07/29/2021 Signature of Reporting Person Date By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA, the GP of LP, the managing member of CIP GP 07/29/2021 Signature of Reporting Person Date By: /s/ Thomas Giannetti, CFO of LPAH GP, the GP of LPAH, the sole member of LPA, the GP of LP, the managing member of CIP GP, the GP of CIP LP 07/29/2021 Signature of Reporting Person Date Brent R. Nicklas By: /s/ Thomas Giannetti, Attorney-in-Fact for Brent R. Nicklas 07/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are held directly by Lexington Co-Investment Holdings III, L.P. ("LCI"). CIP Partners III, L.P. ("CIP LP") is the general partner of LCI. CIP Partners GP III LLC ("CIP GP") is the general partner of CIP LP. Lexington Partners L.P. ("LP") is the managing member of CIP GP. Lexington Partners Advisors GP L.L.C. ("LPA") is the general partner of LP. Lexington Partners Advisors Holdings L.P. ("LPAH") is the sole member of LPA. Lexington Partners Advisors Holdings GP L.L.C. ("LPAH GP") is the general partner of LPAH. Ultimate voting and dispositive power of LPAH GP is exercised by Brent R. Nicklas who disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein.

Remarks: Exhibit 24.1 Power of Attorney (incorporated by reference to Exhibit 99.B filed with Schedule 13G on behalf of Brent R. Nicklas on March 21, 2012).By virtue of a stockholders' agreement dated as of July 19, 2021 entered into by the Reporting Persons in connection with a distribution of shares of Common Stock by SolarWinds Corporation ("SolarWinds") to holders of SolarWinds common stock, the Reporting Persons may be deemed to be members of a group which holds in the aggregate more than 10% of the Issuer's stock.

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.