FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SolarWinds, Inc. [ SWI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/05/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 02/05/2016 | D | 44,685 | D | $60.1(1) | 3,604 | D | |||
Common Stock | 02/05/2016 | D | 3,604 | D | $60.1(2) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
Stock Option (right to buy) | $21.86 | 02/05/2016 | D | 14,569 | (3) | 03/23/2020 | Common Stock | 14,569 | $38.24 | 0 | D | ||||
Stock Option (right to buy) | $23.6 | 02/05/2016 | D | 11,221 | (4) | 05/19/2021 | Common Stock | 11,221 | $36.5 | 0 | D | ||||
Stock Option (right to buy) | $45.05 | 02/05/2016 | D | 5,579 | (5) | 05/17/2022 | Common Stock | 5,579 | $15.05 | 0 | D | ||||
Stock Option (right to buy) | $44.64 | 02/05/2016 | D | 6,109 | (6) | 05/09/2023 | Common Stock | 6,109 | $15.46 | 0 | D | ||||
Stock Option (right to buy) | $37.38 | 02/05/2016 | D | 10,706 | (7) | 05/15/2024 | Common Stock | 10,706 | $22.72 | 0 | D | ||||
Stock Option (right to buy) | $48.55 | 02/05/2016 | D | 8,816 | (8) | 05/14/2025 | Common Stock | 8,816 | $11.55 | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the Agreement and Plan of Merger between and among SolarWinds, Inc., Project Aurora Holdings, LLC and Project Aurora Merger Corp. (the "Merger Agreement") in exchange for a cash payment of $60.10 per share. |
2. Represents the disposition of restricted stock units, which provided for full vesting on the earlier of the date of the issuer's 2016 annual meeting of stockholders or December 31, 2016, which units were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $60.10 per share. |
3. Represents the disposition of options, which provided for vesting of 1/3rd of the shares subject to the option on March 23, 2011 and 1/36th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $38.24 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. |
4. Represents the disposition of options, which provided for vesting of all of the shares subject to the option on the earlier of the date of the issuer's 2012 annual meeting of stockholders and December 31, 2012. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $36.50 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. |
5. Represents the disposition of options, which provided for vesting of all of the shares subject to the option on the earlier of the date of the issuer's 2013 annual meeting of stockholders and December 31, 2013. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $15.05 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. |
6. Represents the disposition of options, which provided for vesting of all of the shares subject to the option on the earlier of the date of the issuer's 2014 annual meeting of stockholders and December 31, 2014. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $15.46 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. |
7. Represents the disposition of options, which provided for vesting of all of the shares subject to the option on the earlier of the date of the issuer's 2015 annual meeting of stockholders and December 31, 2015. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $22.72 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. |
8. Represents the disposition of options, which provided for vesting of all of the shares subject to the option on the earlier of the date of the issuer's 2016 annual meeting of stockholders and December 31, 2016. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $11.55 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. |
Remarks: |
/s/ Jason W. Bliss, Attorney-In-Fact | 02/09/2016 | |
** Signature of Reporting Person | 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. |