Filing Details

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

AlpInvest GA B.V.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a) [X]

(b) [   ]

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

0

6

SHARED VOTING POWER

 

 

29,757 (See Item 4)

7

SOLE DISPOSITIVE POWER

 

 

0

8

SHARED DISPOSITIVE POWER

 

 

29,757 (See Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

29,757 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.0% (See Item 4)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

AlpInvest GA Co C.V.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a) [X]

(b) [   ]

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

0

6

SHARED VOTING POWER

 

 

29,757 (See Item 4)

7

SOLE DISPOSITIVE POWER

 

 

0

8

SHARED DISPOSITIVE POWER

 

 

29,757 (See Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

29,757 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.0% (See Item 4)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

AlpInvest Partners 2014 I B.V.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a) [X]

(b) [   ]

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

0

6

SHARED VOTING POWER

 

 

2,053,221 (See Item 4)

7

SOLE DISPOSITIVE POWER

 

 

0

8

SHARED DISPOSITIVE POWER

 

 

2,053,221 (See Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,053,221 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.3% (See Item 4)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

AlpInvest Partners Co-Investments 2014 I C.V.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a) [X]

(b) [   ]

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

0

6

SHARED VOTING POWER

 

 

2,053,221 (See Item 4)

7

SOLE DISPOSITIVE POWER

 

 

0

8

SHARED DISPOSITIVE POWER

 

 

2,053,221 (See Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,053,221 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.3% (See Item 4)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

AlpInvest Partners 2014 II B.V.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a) [X]

(b) [   ]

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

0

6

SHARED VOTING POWER

 

 

332,780 (See Item 4)

7

SOLE DISPOSITIVE POWER

 

 

0

8

SHARED DISPOSITIVE POWER

 

 

332,780 (See Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

332,780 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.2% (See Item 4)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

AlpInvest Partners Co-Investments 2014 II C.V.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a) [X]

(b) [   ]

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

0

6

SHARED VOTING POWER

 

 

332,780  (See Item 4)

7

SOLE DISPOSITIVE POWER

 

 

0

8

SHARED DISPOSITIVE POWER

 

 

332,780 (See Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

332,780 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.2% (See Item 4)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

AlpInvest Mich B.V.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a) [X]

(b) [   ]

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

0

6

SHARED VOTING POWER

 

 

63,977 (See Item 4)

7

SOLE DISPOSITIVE POWER

 

 

0

8

SHARED DISPOSITIVE POWER

 

 

63,977 (See Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,977 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.0% (See Item 4)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

AM 2014 Co C.V.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a) [X]

(b) [   ]

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

0

6

SHARED VOTING POWER

 

 

63,977 (See Item 4)

7

SOLE DISPOSITIVE POWER

 

 

0

8

SHARED DISPOSITIVE POWER

 

 

63,977 (See Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,977 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.0% (See Item 4)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

AlpInvest Partners B.V.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

(a) [X]

(b) [   ]

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

0

6

SHARED VOTING POWER

 

 

2,479,735 (See Item 4)

7

SOLE DISPOSITIVE POWER

 

 

0

8

SHARED DISPOSITIVE POWER

 

 

2,479,735 (See Item 4)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,479,735 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

[   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.6% (See Item 4)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

Item 1.

(a)

Name of Issuer:

SolarWinds Corporation (the “Company”)

 

(b)

Address of Issuer’s Principal Executive Offices:

The Company’s principal executive offices are at 7171 Southwest Parkway, Building 400, Austin, Texas 78735.

 

Item 2.

(a)

Name of Person Filing:

This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Commission pursuant to Section 13 of the Act: AlpInvest GA B.V., AlpInvest GA Co C.V., AlpInvest Partners 2014 I B.V., AlpInvest Partners 2014 I C.V., AlpInvest Partners 2014 II B.V., AlpInvest Partners Co-Investments 2014 II C.V., AlpInvest Mich B.V., AM 2014 Co C.V. and AlpInvest Partners B.V. (collectively, the “Reporting Persons”).

 

The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2019, a copy of which is attached as Exhibit A to the Statement on Schedule 13G filed by the Reporting Persons on February 13, 2019, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

 

(b)

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is c/o AlpInvest Partners B.V., Jachthavenweg 118, 1081 KJ, Amsterdam.

 

(c)

Citizenship:

Each of the Reporting Persons were organized under the laws of the Netherlands.

 

(d)

Title and Class of Securities:

Common stock, par value $0.001 per share (the “Common Stock”)

 

(e)

CUSIP No.:

83417Q105

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

[   ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[   ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[   ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[   ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

[   ]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

[   ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

[   ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h)

[   ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

[   ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

[   ]

Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

(k)

[   ]

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Not applicable.

Item 4.

Ownership

(a)

Amount beneficially owned: In the aggregate, the Reporting Persons beneficially own 2,479,735 shares of Common Stock, consisting of 29,757 shares held directly by AlpInvest GA CO C.V., 2,053,221 shares held directly by AlpInvest Partners Co-Investments 2014 I C.V., 332,780 shares held directly by AlpInvest Partners Co-Investments 2014 II C.V., and 63,977 shares held directly by AM 2014 CO C.V.

AlpInvest GA, B.V. is the general partner of AlpInvest GA Co C.V. AlpInvest Partners 2014 I B.V. is the general partner of AlpInvest Partners Co-Investments 2014 I C.V. AlpInvest Partners 2014 II B.V. is the general partner of AlpInvest Partners Co-Investment 2014 II C.V. AlpInvest Mich B.V. is the general partner of AM 2014 CO C.V. AlpInvest Partners B.V. is the managing director of each of AlpInvest GA B.V., AlpInvest Partners 2014 I B.V., AlpInvest Partners 2014 II B.V. and AlpInvest Mich B.V. (collectively, the "General Partners"). AlpInvest Partners B.V. may be deemed to exercise voting and dispositive power with respect to the shares held by AlpInvest GA CO C.V., AlpInvest Partners Co-Investments 2014 I C.V., AlpInvest Partners Co-Investments 2014 II C.V., and AM 2014 CO C.V. (collectively, the "Funds"). Each of AlpInvest Partners B.V. and the General Partners disclaims beneficial ownership of the shares owned by the Funds except to the extent of its pecuniary interest therein.

Certain of the Reporting Persons and certain other stockholders (collectively, the “Stockholders”) were parties to a Stockholders’ Agreement (the “Stockholders’ Agreement”), which contained, among other things, certain provisions relating to transfer of, and coordination of the voting of, securities of the Issuer by the parties thereto.

By virtue of the Stockholders’ Agreement and the obligations and rights thereunder, the Reporting Persons previously acknowledged and agreed to act as a “group” with the other Stockholders within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Pursuant to an amendment to the Stockholders’ Agreement, the Reporting Persons are no longer parties to the Stockholders’ Agreement and therefore are longer members of the “group” previously described in Amendment No. 2 to Schedule 13G filed by the Reporting Persons on February 12, 2021.

(b)

Percent of class: In the aggregate, the Reporting Persons beneficially own 2,479,735 shares of Common Stock, or 1.6% of the total number of shares outstanding.

All percentages calculated in this Schedule 13G are based upon an aggregate of 159,090,194 shares of common stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Commission on November 9, 2021.

(c)

Number of shares as to which the person has

(i)

sole power to vote or to direct the vote: See Item 5 on the cover pages hereto.

(ii)

shared power to vote or to direct the vote: See Item 6 on the cover pages hereto.

(iii)

sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto.

(iv)

shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto.

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the

Reporting Person has ceased to be the beneficial owner of more than 5 percent

 

Item 6.

Ownership of more than Five Percent on Behalf of Another Person.

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certification.

Not Applicable

 

ALPINVEST GA B.V.

 

 

 

 

By:

AlpInvest Partners B.V.

Its:

Managing Director

 

By:

/s/ Patrick de van der Schueren

 

 

Name:

Patrick de van der Schueren

 

 

Title:

Authorized Signatory

 

By:

/s/ Marc Rademakers

Name:

Marc Rademakers

Title:

Authorized Signatory

 

ALPINVEST GA CO C.V.

 

 

 

 

By:

AlpInvest GA B.V.

Its:

General Partner

By:

AlpInvest Partners B.V.

Its:

Managing Director

 

By:

/s/ Patrick de van der Schueren

 

 

Name:

Patrick de van der Schueren

 

 

Title:

Authorized Signatory

 

 

By:

/s/ Marc Rademakers

 

 

Name:

Marc Rademakers

 

 

Title:

Authorized Signatory

 

 

ALPINVEST PARTNERS 2014 I B.V.

 

 

 

 

By:

AlpInvest Partners B.V.

Its:

Managing Director

 

By:

/s/ Patrick de van der Schueren

 

 

Name:

Patrick de van der Schueren

 

 

Title:

Authorized Signatory

 

 

By:

/s/ Marc Rademakers

 

 

Name:

Marc Rademakers

 

 

Title:

Authorized Signatory

 

 

ALPINVEST PARTNERS CO-INVESTMENTS

2014 I C.V.

 

 

 

 

By:

AlpInvest Partners 2014 I B.V.

Its:

General Partner

By:

AlpInvest Partners B.V.

Its:

Managing Director

 

By:

/s/ Patrick de van der Schueren

 

 

Name:

Patrick de van der Schueren

 

 

Title:

Authorized Signatory

 

 

By:

/s/ Marc Rademakers

 

 

Name:

Marc Rademakers

 

 

Title:

Authorized Signatory

 

 

ALPINVEST PARTNERS 2014 II B.V.

 

 

 

 

By:

AlpInvest Partners B.V.

Its:

Managing Director

 

By:

/s/ Patrick de van der Schueren

 

 

Name:

Patrick de van der Schueren

 

 

Title:

Authorized Signatory

 

 

By:

/s/ Marc Rademakers

 

 

Name:

Marc Rademakers

 

 

Title:

Authorized Signatory

 

 

ALPINVEST PARTNERS CO-INVESTMENTS

2014 II C.V.

 

 

 

 

By:

AlpInvest Partners 2014 II B.V.

Its:

General Partner

By:

AlpInvest Partners B.V.

Its:

Managing Director

 

By:

/s/ Patrick de van der Schueren

 

 

Name:

Patrick de van der Schueren

 

 

Title:

Authorized Signatory

 

 

By:

/s/ Marc Rademakers

 

 

Name:

Marc Rademakers

 

 

Title:

Authorized Signatory

 

 

ALPINVEST MICH B.V.

 

 

 

 

By:

AlpInvest Partners B.V.

Its:

Managing Director

 

By:

/s/ Patrick de van der Schueren

 

 

Name:

Patrick de van der Schueren

 

 

Title:

Authorized Signatory

 

 

By:

/s/ Marc Rademakers

 

 

Name:

Marc Rademakers

 

 

Title:

Authorized Signatory

 

 

AM 2014 CO C.V.

 

 

 

 

By:

AlpInvest Mich B.V.

Its:

General Partner

By:

AlpInvest Partners B.V.

Its:

Managing Director

 

By:

/s/ Patrick de van der Schueren

 

 

Name:

Patrick de van der Schueren

 

 

Title:

Authorized Signatory

 

 

By:

/s/ Marc Rademakers

 

 

Name:

Marc Rademakers

 

 

Title:

Authorized Signatory

 

 

ALPINVEST PARTNERS B.V.

 

By:

/s/ Patrick de van der Schueren

 

 

Name:

Patrick de van der Schueren

 

 

Title:

Authorized Signatory

 

 

By:

/s/ Marc Rademakers

 

 

Name:

Marc Rademakers

 

 

Title:

Authorized Signatory