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Filing Details

Accession Number:: 0000899243-20-033196
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-12-09 18:51:09
Reporting Period:: 2020-12-07

Accepted Time:: 2020-12-09 18:51:09
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 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
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
1637683	Silver Lake Technology Investors Iii, L.p.	C/O Silver Lake 2775 Sand Hill Road, Suite 100 Menlo Park CA	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	2020-12-07	5,003,523	$21.97	86,876,462	No	4	S	Indirect	Held through Silver Lake Partners IV, L.P.
Common Stock	Disposition	2020-12-07	85,520	$21.97	1,424,641	No	4	S	Indirect	Held through Silver Lake Technology Investors IV, L.P.
Common Stock	Disposition	2020-12-07	2,079,823	$21.97	34,646,637	No	4	S	Indirect	Held through SLP Aurora Co-Invest, L.P.

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.

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	160,347	Indirect	See footnote

Footnotes

On December 7, 2020, Silver Lake Partners IV, L.P. ("SLP IV"), Silver Lake Technology Investors IV, L.P. ("SLTI IV") and SLP Aurora Co-Invest, L.P. ("SLP Aurora") entered into a Stock Purchase Agreement to sell shares of common stock of the Issuer at a price of $21.97 per share, subject to potential adjustment under certain circumstances. In connection with the closing, SLP IV expects to make an in-kind distribution of additional shares of common stock to certain of its direct and indirect partners, for the sole purpose of charitable giving, with the number of shares distributed to be separately reported on a Form 4 shortly following closing.
These securities are directly held by 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 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. 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").
SLG is the managing member of SLTA III GP and SLTA IV GP. Messrs. Kenneth Y. Hao, Michael J. Bingle and Michael Widmann 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 restricted stock units or shares of common stock held by Kenneth Y. Hao, Michael J. Bingle and Michael Widmann, directors of the Issuer and executives of SLG, and Jason White, a former director of the Issuer and an executive of SLG, as part of the Issuer's non-employee director compensation policy, 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.