0001209191-18-056053.txt : 20181024
0001209191-18-056053.hdr.sgml : 20181024
20181024162117
ACCESSION NUMBER: 0001209191-18-056053
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181023
FILED AS OF DATE: 20181024
DATE AS OF CHANGE: 20181024
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HarbourVest 2015 Global Fund L.P.
CENTRAL INDEX KEY: 0001637820
STATE OF INCORPORATION: E9
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38711
FILM NUMBER: 181136640
BUSINESS ADDRESS:
STREET 1: HARBOURVEST PARTNERS, LLC
STREET 2: ONE FINANCIAL CENTER, 44TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02111
BUSINESS PHONE: 617-348-3707
MAIL ADDRESS:
STREET 1: HARBOURVEST PARTNERS, LLC
STREET 2: ONE FINANCIAL CENTER, 44TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HarbourVest Global Annual Private Equity Fund L.P.
CENTRAL INDEX KEY: 0001605479
STATE OF INCORPORATION: E9
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38711
FILM NUMBER: 181136641
BUSINESS ADDRESS:
STREET 1: HARBOURVEST PARTNERS, LLC
STREET 2: ONE FINANCIAL CENTER, 44TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02111
BUSINESS PHONE: 617-348-3707
MAIL ADDRESS:
STREET 1: HARBOURVEST PARTNERS, LLC
STREET 2: ONE FINANCIAL CENTER, 44TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HarbourVest Partners IX-Buyout Fund L.P.
CENTRAL INDEX KEY: 0001485990
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38711
FILM NUMBER: 181136642
BUSINESS ADDRESS:
STREET 1: HARBOURVEST PARTNERS, LLC
STREET 2: ONE FINANCIAL CENTER, 44TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02111
BUSINESS PHONE: 617-348-3707
MAIL ADDRESS:
STREET 1: HARBOURVEST PARTNERS, LLC
STREET 2: ONE FINANCIAL CENTER, 44TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02111
FORMER NAME:
FORMER CONFORMED NAME: HarbourVest Partners IX-Buyout Fund L.P
DATE OF NAME CHANGE: 20111114
FORMER NAME:
FORMER CONFORMED NAME: HarbourVest IX-Buyout Fund L.P.
DATE OF NAME CHANGE: 20100302
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HarbourVest Partners X AIF Buyout L.P.
CENTRAL INDEX KEY: 0001638070
STATE OF INCORPORATION: X0
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38711
FILM NUMBER: 181136643
BUSINESS ADDRESS:
STREET 1: HARBOURVEST PARTNERS, LLC
STREET 2: ONE FINANCIAL CENTER, 44TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02111
BUSINESS PHONE: 617-348-3707
MAIL ADDRESS:
STREET 1: HARBOURVEST PARTNERS, LLC
STREET 2: ONE FINANCIAL CENTER, 44TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HarbourVest Partners X Buyout Fund L.P.
CENTRAL INDEX KEY: 0001637853
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38711
FILM NUMBER: 181136644
BUSINESS ADDRESS:
STREET 1: HARBOURVEST PARTNERS, LLC
STREET 2: ONE FINANCIAL CENTER, 44TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02111
BUSINESS PHONE: 617-348-3707
MAIL ADDRESS:
STREET 1: HARBOURVEST PARTNERS, LLC
STREET 2: ONE FINANCIAL CENTER, 44TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Meranti Fund L.P.
CENTRAL INDEX KEY: 0001756264
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38711
FILM NUMBER: 181136645
BUSINESS ADDRESS:
STREET 1: C/O HARBOURVEST PARTNERS LLC
STREET 2: ONE FINANCIAL CENTER
CITY: BOSTON
STATE: MA
ZIP: 02111
BUSINESS PHONE: 617-348-3759
MAIL ADDRESS:
STREET 1: C/O HARBOURVEST PARTNERS LLC
STREET 2: ONE FINANCIAL CENTER
CITY: BOSTON
STATE: MA
ZIP: 02111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NPS Co-Investment (A) Fund L.P.
CENTRAL INDEX KEY: 0001756259
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38711
FILM NUMBER: 181136646
BUSINESS ADDRESS:
STREET 1: C/O HARBOURVEST PARTNERS LLC
STREET 2: ONE FINANCIAL CENTER
CITY: BOSTON
STATE: MA
ZIP: 02111
BUSINESS PHONE: 617-348-3759
MAIL ADDRESS:
STREET 1: C/O HARBOURVEST PARTNERS LLC
STREET 2: ONE FINANCIAL CENTER
CITY: BOSTON
STATE: MA
ZIP: 02111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SMRS-TOPE LLC
CENTRAL INDEX KEY: 0001756197
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38711
FILM NUMBER: 181136647
BUSINESS ADDRESS:
STREET 1: C/O HARBOURVEST PARTNERS LLC
STREET 2: ONE FINANCIAL CENTER
CITY: BOSTON
STATE: MA
ZIP: 02111617-
BUSINESS PHONE: 617-348-3759
MAIL ADDRESS:
STREET 1: C/O HARBOURVEST PARTNERS LLC
STREET 2: ONE FINANCIAL CENTER
CITY: BOSTON
STATE: MA
ZIP: 02111617-
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HARBOURVEST PARTNERS LLC
CENTRAL INDEX KEY: 0001201001
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38711
FILM NUMBER: 181136648
BUSINESS ADDRESS:
STREET 1: ONE FINANCIAL CENTER
STREET 2: 43RD FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02111
BUSINESS PHONE: 617-348-3644
MAIL ADDRESS:
STREET 1: ONE FINANCIAL CENTER
STREET 2: 43RD FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02111
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SolarWinds Corp
CENTRAL INDEX KEY: 0001739942
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 810753267
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7171 SOUTHWEST PKWY., BLDG. 400
CITY: AUSTIN
STATE: TX
ZIP: 78735
BUSINESS PHONE: 5126829300
MAIL ADDRESS:
STREET 1: 7171 SOUTHWEST PKWY., BLDG. 400
CITY: AUSTIN
STATE: TX
ZIP: 78735
FORMER COMPANY:
FORMER CONFORMED NAME: SolarWinds Parent, Inc.
DATE OF NAME CHANGE: 20180508
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-10-23
0
0001739942
SolarWinds Corp
SWI
0001637820
HarbourVest 2015 Global Fund L.P.
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLR
BOSTON
MA
02111
0
0
0
1
See Remarks
0001605479
HarbourVest Global Annual Private Equity Fund L.P.
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLR
BOSTON
MA
02111
0
0
0
1
See Remarks
0001485990
HarbourVest Partners IX-Buyout Fund L.P.
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLR
BOSTON
MA
02111
0
0
0
1
See Remarks
0001638070
HarbourVest Partners X AIF Buyout L.P.
C/O HARBOURVEST PARTNERS LLC
ONE FINANCIAL CENTER, 44TH FLR
BOSTON
MA
02111
0
0
0
1
See Remarks
0001637853
HarbourVest Partners X Buyout Fund L.P.
C/O HARBOURVEST PARTNERS LLC
ONE FINANCIAL CENTER, 44TH FLR
BOSTON
MA
02111
0
0
0
1
See Remarks
0001756264
Meranti Fund L.P.
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLR
BOSTON
MA
02111
0
0
0
1
See Remarks
0001756259
NPS Co-Investment (A) Fund L.P.
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLR
BOSTON
MA
02111
0
0
0
1
See Remarks
0001756197
SMRS-TOPE LLC
C/O HARBOURVEST PARTNERS, LLC
ONE FINANCIAL CENTER, 44TH FLR
BOSTON
MA
02111
0
0
0
1
See Remarks
0001201001
HARBOURVEST PARTNERS LLC
ONE FINANCIAL CENTER, 44TH FLR
BOSTON
MA
02111
0
0
0
1
See Remarks
Common Stock
2018-10-23
4
C
0
213694
A
333057
D
Common Stock
2018-10-23
4
C
0
320542
A
499586
D
Common Stock
2018-10-23
4
C
0
890393
A
1387738
D
Common Stock
2018-10-23
4
C
0
213694
A
333057
D
Common Stock
2018-10-23
4
C
0
498621
A
777134
D
Common Stock
2018-10-23
4
C
0
356157
A
555095
D
Common Stock
2018-10-23
4
C
0
356157
A
555095
D
Common Stock
2018-10-23
4
C
0
2493103
A
3885669
D
Class A Common Stock
2018-10-23
4
C
0
3197.54
D
Common Stock
213694
0
D
Class A Common Stock
2018-10-23
4
C
0
4796.31
D
Common Stock
320542
0
D
Class A Common Stock
2018-10-23
4
C
0
13323.08
D
Common Stock
890393
0
D
Class A Common Stock
2018-10-23
4
C
0
3197.54
D
Common Stock
213694
0
D
Class A Common Stock
2018-10-23
4
C
0
7460.93
D
Common Stock
498621
0
D
Class A Common Stock
2018-10-23
4
C
0
5329.23
D
Common Stock
356157
0
D
Class A Common Stock
2018-10-23
4
C
0
5329.23
D
Common Stock
356157
0
D
Class A Common Stock
2018-10-23
4
C
0
37304.64
D
Common Stock
2493103
0
D
Immediately prior to the completion of the Issuer's initial public offering and following the conversion of the Issuer's Class A Common Stock into Class B Common Stock, each share of Class B Common Stock will be reclassified into one share of Common Stock.
Immediately prior to completion of the Issuer's initial public offering, each outstanding share of Class A Common Stock will automatically convert into a number of shares of Class B Common Stock equal to the result of the liquidation value of such share of Class A Common Stock divided by $19.00. The liquidation value for each share of Class A Common Stock is equal to $1,000 plus accrued but unpaid dividends on such share of Class A Common Stock through October 18, 2018. In addition, the shares of the Issuer's Class A Common Stock are convertible, at the option of the holder, into shares of Class B Common Stock for a specified period of time ending on November 7, 2018.
These securities are owned solely by HarbourVest 2015 Global Fund L.P. ("HV Global"). HarbourVest Partners, LLC is the managing member of HarbourVest 2015 Global Associates LLC, which is the general partner of HarbourVest 2015 Global Associates L.P., which is the general partner of HV Global. Each of HarbourVest Partners, LLC, HarbourVest 2015 Global Associates LLC and HarbourVest 2015 Global Associates L.P. may be deemed to have a beneficial interest in the securities held by HV Global and each disclaims beneficial ownership of the securities held by HV Global, except to the extent of its pecuniary interest which is subject to indeterminable future events.
Each of the reporting persons (other than HV Global) disclaims beneficial ownership of the securities held by HV Global and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.
These securities are owned solely by HarbourVest Global Annual Private Equity Fund L.P. ("HV Global Annual"). HarbourVest Partners, LLC is the managing member of HarbourVest Global Associates LLC, which is the general partner of HarbourVest Global Associates L.P., which is the general partner of HV Global Annual. Each of HarbourVest Partners, LLC, HarbourVest Global Associates LLC and HarbourVest Global Associates L.P. may be deemed to have a beneficial interest in the securities held by HV Global Annual and each disclaims beneficial ownership of the securities held by HV Global Annual, except to the extent of its pecuniary interest which is subject to indeterminable future events.
Each of the reporting persons (other than HV Global Annual) disclaims beneficial ownership of the securities held by HV Global Annual and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.
These securities are owned solely by HarbourVest Partners IX-Buyout Fund L.P. ("HV IX-Buyout"). HarbourVest Partners, LLC is the managing member of HarbourVest IX-Buyout Associates LLC, which is the general partner of HarbourVest IX-Buyout Associates L.P., which is the general partner of HV IX Buyout. Each of HarbourVest Partners, LLC, HarbourVest IX-Buyout Associates LLC and HarbourVest IX-Buyout Associates L.P. may be deemed to have a beneficial interest in the securities held by HV IX-Buyout and each disclaims beneficial ownership of the securities held by HV IX-Buyout, except to the extent of its pecuniary interest which is subject to indeterminable future events.
Each of the reporting persons (other than HV IX Buyout) disclaims beneficial ownership of the securities held by HV IX Buyout and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.
These securities are owned solely by HarbourVest Partners X AIF Buyout L.P. ("HV X AIF"). HarbourVest Partners (Europe) Limited is the Alternative Investment Fund Manager of HV X AIF. HarbourVest Partners (Europe) Limited may be deemed to have a beneficial interest in the securities held by HV X AIF and disclaims beneficial ownership of the securities held by HV X AIF, except to the extent of its pecuniary interest which is subject to indeterminable future events.
Each of the reporting persons (other than HV X AIF) disclaims beneficial ownership of the securities held by HV X AIF and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.
These securities are owned solely by HarbourVest Partners X Buyout Fund L.P. ("HV X Buyout"). HarbourVest Partners, LLC is the managing member of HarbourVest X Associates LLC, which is the general partner of HarbourVest X Associates L.P., which is the general partner of HV X Buyout. Each of HarbourVest Partners, LLC, HarbourVest X Associates LLC and HarbourVest X Associates L.P. may be deemed to have a beneficial interest in the securities held by HV X-Buyout and each disclaims beneficial ownership of the securities held by HV X-Buyout, except to the extent of its pecuniary interest which is subject to indeterminable future events.
Each of the reporting persons (other than HV X Buyout) disclaims beneficial ownership of the securities held by HV X Buyout and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.
These securities are owned solely by Meranti Fund L.P. ("Meranti"). HarbourVest Partners, LLC is the managing member of Meranti Associates LLC, which is the general partner of Meranti Associates L.P., which is the general partner of Meranti. Each of HarbourVest Partners, LLC, Meranti Associates LLC and Meranti Associates L.P. may be deemed to have a beneficial interest in the securities held by Meranti and each disclaims beneficial ownership of the securities held by Meranti, except to the extent of its pecuniary interest which is subject to indeterminable future events.
Each of the reporting persons (other than Meranti) disclaims beneficial ownership of the securities held by Meranti and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.
These securities are owned solely by NPS Co-Investment (A) Fund L.P. ("NPS Co-Investment"). HarbourVest Partners, LLC is the managing member of HarbourVest GP LLC, which is the general partner NPS Co-Investment Associates L.P., which is the general partner of NPS Co-Investment. Each of HarbourVest Partners, LLC, HarbourVest GP LLC and NPS Co-Investment Associates L.P. may be deemed to have a beneficial interest in the securities held by NPS Co-Investment and each disclaims beneficial ownership of the securities held by NPS Co-Investment, except to the extent of its pecuniary interest which is subject to indeterminable future events.
Each of the reporting persons (other than NPS Co-Investment) disclaims beneficial ownership of the securities held by NPS Co-Investment and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.
These securities are owned solely by SMRS-TOPE LLC ("SMRS-TOPE"). HarbourVest Partners, LLC is the general partner of HarbourVest Partners L.P., which is the manager of HVST-TOPE LLC, which is the managing member of SMRS-TOPE. Each of HarbourVest Partners, LLC, HarbourVest Partners L.P. and HVST-TOPE LLC may be deemed to have a beneficial interest in the securities held by SMRS-TOPE and each disclaims beneficial ownership of the securities held by SMRS-TOPE, except to the extent of its pecuniary interest which is subject to indeterminable future events.
Each of the reporting persons (other than SMRS-TOPE) disclaims beneficial ownership of the securities held by SMRS-TOPE and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.
Represents the number of shares of Common Stock to be received upon the conversion of the Class A Common Stock into Class B Common Stock and the reclassification of the Class B Common Stock into Common Stock.
The reporting persons are parties to a stockholders' agreement with certain other holders of the Issuer's capital stock, as a result of which the reporting persons may be deemed to be members of a "group" within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with such other holders that beneficially owns more than 10% of the Issuer's Class A Common Stock, which is the class of equity securities registered under Section 12 of the Exchange Act. This filing is being made as a precautionary matter and shall not be deemed an admission that any of the reporting persons is a member of a group or is required to file reports pursuant to Section 16 of the Exchange Act.
HARBOURVEST 2015 GLOBAL FUND L.P. By: HarbourVest 2015 Global Associates L.P., its GP; By: HarbourVest 2015 Global Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Robert M. Wadsworth, Managing Director
2018-10-23
HARBOURVEST GLOBAL ANNUAL PRIVATE EQUITY FUND L.P. By: HarbourVest Global Associates L.P., its GP; By: HarbourVest Global Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Robert M. Wadsworth, Managing Director
2018-10-23
HARBOURVEST PARTNERS IX-BUYOUT FUND L.P. By: HarbourVest IX-Buyout Associates L.P., its GP; By: HarbourVest IX-Buyout Associates LLC, its GP; HarbourVest Partners, LLC, its Managing Member; By: /s/ Robert M. Wadsworth, Managing Director
2018-10-23
HARBOURVEST PARTNERS X AIF BUYOUT L.P. By: HarbourVest Partners (Europe) Limited, its Alternative Investment Fund Manager; By: /s/ Robert M. Wadsworth, Authorized Person
2018-10-23
HARBOURVEST PARTNERS X BUYOUT FUND L.P. By: HarbourVest X Associates LP., its GP; By: HarbourVest X Associates LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Robert M. Wadsworth, Managing Director
2018-10-23
MERANTI FUND L.P. By: Meranti Associates L.P., its General Partner; By: Meranti Associates LLC, its General Partner; By: HarbourVest Partners, LLC, its Managing Member; By: /s/ Robert M. Wadsworth, Managing Director
2018-10-23
NPS CO-INVESTMENT (A) FUND L.P. By: NPS Co-Investment Associates L.P., its GP; By: HarbourVest GP LLC, its GP; By: HarbourVest Partners, LLC, its Managing Member: By: /s/ Robert M. Wadsworth, Managing Director
2018-10-23
SMRS-TOPE LLC By: HVST-TOPE LLC, its Managing Member; By: HarbourVest Partners L.P., its Manager; By: HarbourVest Partners, LLC, its GP; By: /s/ Robert M. Wadsworth, Managing Director
2018-10-23
HARBOURVEST PARTNERS, LLC By: /s/ Robert M. Wadsworth, Managing Director
2018-10-23