SEC FORM 4

SEC Form 4

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^*

KRUPKA MICHAEL A

(Last)

(First)

(Middle)

C/O BAIN CAPITAL VENTURE PARTNERS, LLC

111 HUNTINGTON AVENUE

(Street)

BOSTON

02199

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SolarWinds, Inc. [ SWI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/26/2009		C		7,025,555	A	⁽²⁾	14,051,110	I	See Footnote (1)⁽¹⁾
Common Stock	05/26/2009		S		938,471	D	$11.625	13,112,639	I	See Footnote (1)⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Preferred Stock	⁽²⁾	05/26/2009		C			7,025,555	⁽²⁾	⁽²⁾	Common Stock	7,025,555	$0	0	I	See Footnote (1)⁽¹⁾

1. Name and Address of Reporting Person^*

KRUPKA MICHAEL A

(Last)

(First)

(Middle)

C/O BAIN CAPITAL VENTURE PARTNERS, LLC

111 HUNTINGTON AVENUE

(Street)

BOSTON

02199

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bain Capital Venture Integral Investors, LLC

(Last)

(First)

(Middle)

C/O BAIN CAPITAL VENTURE PARTNERS, LLC

111 HUNTINGTON AVENUE

(Street)

BOSTON

02199

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BAIN CAPITAL VENTURE INVESTORS, LLC

(Last)

(First)

(Middle)

111 HUNTINGTON AVENUE

31ST FLOOR

(Street)

BOSTON

02199

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Mr. Michael A. Krupka is the sole managing member of Bain Capital Venture Investors, LLC ("BCVI"). BCVI is the administrative member of Bain Capital Venture Integral Investors, LLC ("BCVII"). By virtue of these relationships Mr. Krupka may be deemed to share voting a dispositive power with the respect to 13,112,639 shares of Common Stock held by BCVII. Mr. Krupka and BCVI disclaim beneficial ownership of these securities except to its pecuniary interest therein.

2. The Convertible Preferred Stock is convertible into SolarWinds, Inc. Common Stock on a one-for-one basis and has no expiration date.

	/s/ Michael A. Krupka	05/27/2009
	** 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).
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