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Filing Details

Accession Number:: 0000899243-19-015198
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-05-30 17:22:06
Reporting Period:: 2019-05-28

Accepted Time:: 2019-05-30 17:22:06
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1739942	Solarwinds Corp	SWI	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1306831	J Michael Bingle	C/O Silver Lake, 55 Hudson Yards 550 West 34Th Street, 40Th Floor New York NY 10001	Yes	No	No	No
1415357	Kenneth Hao	C/O Silver Lake Partners 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	No	No
1418226	Silver Lake Group, L.l.c.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	Yes	No
1491808	Slta Iii (Gp), L.l.c.	C/O Silver Lake, 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	Yes	No
1491809	Silver Lake Technology Associates Iii, L.p.	C/O Silver Lake, 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	Yes	No
1552054	Silver Lake Partners Iv, L.p.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	Yes	No
1672565	Silver Lake Technology Investors Iv, L.p.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	Yes	No
1672566	Silver Lake Technology Associates Iv, L.p.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	Yes	No
1672568	Slta Iv (Gp), L.l.c.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA 94025	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2019-05-28	5,282,172	$17.42	91,927,100	No	4	S	Indirect	Held through Silver Lake Partners IV, L.P.
Common Stock	Disposition	2019-05-28	87,593	$17.42	1,510,161	No	4	S	Indirect	Held through Silver Lake Technology Investors IV, L.P.
Common Stock	Disposition	2019-05-28	2,130,235	$17.42	36,726,460	No	4	S	Indirect	Held through SLP Aurora Co-Invest, L.P.
Common Stock	Disposition	2019-05-28	47,115	$0.00	91,879,985	No	4	J	Indirect	Held through Silver Lake Partners IV, L.P.
Common Stock	Disposition	2019-05-28	47,115	$0.00	0	No	4	J	Indirect	See footnote
Common Stock	Disposition	2019-05-28	39,940	$0.00	0	No	4	J	Indirect	See footnote
Common Stock	Disposition	2019-05-28	39,940	$0.00	0	No	4	J	Indirect	See footnote
Common Stock	Disposition	2019-05-28	39,940	$0.00	0	No	5	G	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	Held through Silver Lake Partners IV, L.P.
No	4	S	Indirect	Held through Silver Lake Technology Investors IV, L.P.
No	4	S	Indirect	Held through SLP Aurora Co-Invest, L.P.
No	4	J	Indirect	Held through Silver Lake Partners IV, L.P.
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	J	Indirect	See footnote
No	5	G	Indirect	See footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	124,554	Indirect	See footnote

Footnotes

The proceeds per share, before expenses, to the selling stockholders of the secondary public offering is $17.415, equal to $18.00 per share, the public offering price per share of common stock, less an amount equal to the underwriting discount of $0.585 per share.
These securities are directly held by Silver Lake Partners IV, L.P. ("SLP IV"). The general partner of SLP IV is Silver Lake Technology Associates IV, L.P. ("SLTA IV"), and the general partner of SLTA IV is SLTA IV (GP), L.L.C. ("SLTA IV GP").
These securities are directly held by Silver Lake Technology Investors IV, L.P. ("SLTI IV"). The general partner of SLTI IV is SLTA IV, and the general partner of SLTA IV is SLTA IV GP.
These securities are directly held by SLP Aurora Co-Invest, L.P. ("SLP Aurora"). The general partner of SLP Aurora is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP").
Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP and SLTA IV GP. Kenneth Y. Hao, Michael J. Bingle and Jason White serve as directors of the Issuer and are executives of SLG. Each of SLP IV, SLTI IV, SLTA IV, SLTA IV GP, SLP Aurora, SLP Denali GP, SLTA III, SLTA III GP and SLG may be deemed to be a director by deputization of the Issuer. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
Represents a distribution by SLP IV of shares of common stock to SLTA IV, its general partner for purposes of charitable donations described below.
Represents a distribution by SLTA IV of shares of common stock to SLTA IV GP, its general partner, as well as a member of SLTA IV, for purposes of charitable donations. These shares of common stock of the Issuer were received by SLTA IV in connection with the distribution described in footnote 6 above and the receipt of such shares was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
Represents a distribution by SLTA IV GP of shares of common stock to SLG, its managing member for purposes of charitable donations described below. These shares of common stock of the Issuer were received by SLTA IV GP in connection with the distributions described in footnotes 6 and 7 above and the receipt of such shares was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
Represents a distribution by SLG of shares of common stock to family trusts controlled by Mr. Kenneth Hao for purposes of charitable donations described below. These shares of common stock were received by SLG in connection with the distributions described in footnotes 6, 7 and 8 above and the receipt of such shares was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
Represents a charitable donation of shares of common stock by family trusts controlled by Mr. Kenneth Hao. These shares of common stock were received by such trusts in connection with the distributions reported above and the receipt of such shares was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
Represents restricted stock units held by Messrs. Bingle, Hao and White as part of the Issuer's non-employee director compensation program, for the benefit of one or more of the Reporting Persons and/or certain of their affiliates or certain of the funds they manage ("Silver Lake"). Pursuant to Silver Lake's policies with respect to director compensation, upon the sale of these securities, the proceeds from each sale will be expected to be remitted to Silver Lake and/or its limited partners.