Sec Form 4 Filing - O'Brien Tim James @ N-able, Inc. - 2021-07-26

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 O'Brien Tim James 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 X __ Officer (give title below) _____ Other (specify below) EVP, Chief Financial Officer (Last) (First) (Middle) 301 EDGEWATER DR., SUITE 306 3. Date of Earliest Transaction (MM/DD/YY) 07/26/2021 (Street) WAKEFIELD, MA01880 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, par value $0.001 per share 07/26/2021 A 46,804 ( 1 ) A $ 0 203,647 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'Brien Tim J ames 301 EDGEWATER DR., SUITE 306 WAKEFIELD, MA01880 EVP, Chief Financial Officer Signatures /s/ Peter Anastos Attorney-in-Fact for Timothy O'Brien 07/28/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects restricted stock units ("RSUs") of SolarWinds Corporation ("SolarWinds") assumed by Issuer in connection with the spin-off of Issuer from SolarWinds completed on July 19, 2021 and converted into RSUs of Issuer, with the reporting person receiving a number of Issuer RSUs equal to the number of SolarWinds RSUs multiplied by 1.3162 (rounded down to the nearest whole number of shares). The RSUs vest as follows: (a) with respect to 17,548 RSUs, 8,774 will vest on each of October 23, 2021 and October 23, 2022, (b) with respect to 14,852 RSUs, 9.09% will vest each quarter over the following eleven quarters on the respective quarterly vesting dates of May 15, August 15, November 15 and February 15 and (c) with respect to 14,404 RSUs, 7,202 will vest on each of February 15, 2022 and February 15, 2023, in each case subject to continued service through each applicable date.

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.