0001209191-16-096989.txt : 20160209
0001209191-16-096989.hdr.sgml : 20160209
20160209175735
ACCESSION NUMBER: 0001209191-16-096989
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160205
FILED AS OF DATE: 20160209
DATE AS OF CHANGE: 20160209
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SolarWinds, Inc.
CENTRAL INDEX KEY: 0001428669
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 731559348
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7171 SOUTHWEST PARKWAY
STREET 2: BUILDING 400
CITY: AUSTIN
STATE: TX
ZIP: 78735
BUSINESS PHONE: 512-682-9500
MAIL ADDRESS:
STREET 1: 7171 SOUTHWEST PARKWAY
STREET 2: BUILDING 400
CITY: AUSTIN
STATE: TX
ZIP: 78735
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kalsu James Barton
CENTRAL INDEX KEY: 0001431565
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34358
FILM NUMBER: 161401376
MAIL ADDRESS:
STREET 1: 3711 SOUTH MOPAC EXPRESSWAY
STREET 2: BUILDING TWO
CITY: AUSTIN
STATE: TX
ZIP: 78746
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-02-05
1
0001428669
SolarWinds, Inc.
SWI
0001431565
Kalsu James Barton
C/O SOLARWINDS, INC.
7171 SOUTHWEST PARKWAY, BUILDING 400
AUSTIN
TX
78735
0
1
0
0
EVP & CAO
Common Stock
2016-02-05
4
D
0
18923
60.10
D
47280
D
Common Stock
2016-02-05
4
D
0
1613
60.10
D
45667
D
Common Stock
2016-02-05
4
D
0
4296
60.10
D
41371
D
Common Stock
2016-02-05
4
D
0
17311
60.10
D
24060
D
Common Stock
2016-02-05
4
D
0
10290
60.10
D
13770
D
Common Stock
2016-02-05
4
D
0
13770
60.10
D
0
D
Employee Stock Option (right to buy)
28.03
2016-02-05
4
D
0
18147
32.07
D
2022-01-04
Common Stock
18147
0
D
Employee Stock Option (right to buy)
53.39
2016-02-05
4
D
0
6038
6.71
D
2023-02-06
Common Stock
6038
0
D
Employee Stock Option (right to buy)
39.09
2016-02-05
4
D
0
58743
21.01
D
2023-09-11
Common Stock
58743
0
D
Employee Stock Option (right to buy)
42.46
2016-02-05
4
D
0
29070
17.64
D
2024-02-06
Common Stock
29070
0
D
Employee Stock Option (right to buy)
48.72
2016-02-05
4
D
0
42940
11.38
D
2025-02-03
Common Stock
42940
0
D
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.
Represents the disposition of restricted stock units, which provided for vesting in five equal annual installments beginning January 4, 2013, which units were cancelled pursuant to the Merger Agreement in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly as practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied.
Represents the disposition of restricted stock units, which provided for vesting in four equal annual installments beginning February 6, 2014, which units were cancelled pursuant to the Merger Agreement in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly as practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied.
Represents the disposition of restricted stock units, which provided for vesting in five equal annual installments beginning September 11, 2014, which units were cancelled pursuant to the Merger Agreement in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly as practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied.
Represents the disposition of restricted stock units, which provided for vesting in four equal annual installments beginning February 6, 2015, which units were cancelled pursuant to the Merger Agreement in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly as practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied.
Represents the disposition of restricted stock units, which provided for vesting in four equal annual installments beginning February 3, 2016, which units were cancelled pursuant to the Merger Agreement in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly as practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied.
Represents the disposition of options, which provided for vesting of 1/48th of the shares subject to the option on February 4, 2012 and each
month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $32.07 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.
Represents the disposition of options, which provided for vesting of 1/48th of the shares subject to the option on March 6, 2013 and each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $6.71 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.
Represents the disposition of options, which provided for vesting of 1/60th of the shares subject to the option on October 11, 2013 and each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $21.01 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.
Represents the disposition of options, which provided for vesting of 1/4th of the shares subject to the option on February 6, 2015 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $17.64 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.
Represents the disposition of options, which provided for vesting of 1/4th of the shares subject to the option on February 3, 2016 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $11.38 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.
/s/ Jason W. Bliss, Attorney-in-Fact
2016-02-09