0000899243-18-027350.txt : 20181024 0000899243-18-027350.hdr.sgml : 20181024 20181024161607 ACCESSION NUMBER: 0000899243-18-027350 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: NB Alternatives Advisers LLC CENTRAL INDEX KEY: 0001469000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38711 FILM NUMBER: 181136546 BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 212-476-9000 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NB Crossroads XX - MC Holdings LP CENTRAL INDEX KEY: 0001755836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38711 FILM NUMBER: 181136547 BUSINESS ADDRESS: STREET 1: 325 N. SAINT PAUL STREET STREET 2: SUITE 4900 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2146479500 MAIL ADDRESS: STREET 1: 325 N. SAINT PAUL STREET STREET 2: SUITE 4900 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NB Crossroads XXI - MC Holdings LP CENTRAL INDEX KEY: 0001698419 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38711 FILM NUMBER: 181136548 BUSINESS ADDRESS: STREET 1: 325 NORTH SAINT PAUL STREET STREET 2: 49TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-647-9500 MAIL ADDRESS: STREET 1: 325 NORTH SAINT PAUL STREET STREET 2: 49TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NB - Iowa's Public Universities LP CENTRAL INDEX KEY: 0001698425 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38711 FILM NUMBER: 181136549 BUSINESS ADDRESS: STREET 1: 325 NORTH SAINT PAUL STREET STREET 2: 49TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-647-9500 MAIL ADDRESS: STREET 1: 325 NORTH SAINT PAUL STREET STREET 2: 49TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NB PEP Holdings Ltd CENTRAL INDEX KEY: 0001698427 STATE OF INCORPORATION: Y7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38711 FILM NUMBER: 181136550 BUSINESS ADDRESS: STREET 1: 325 NORTH SAINT PAUL STREET STREET 2: 49TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-647-9500 MAIL ADDRESS: STREET 1: 325 NORTH SAINT PAUL STREET STREET 2: 49TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NB RP Co-Investment & Secondary Fund LLC CENTRAL INDEX KEY: 0001698444 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38711 FILM NUMBER: 181136551 BUSINESS ADDRESS: STREET 1: 325 NORTH SAINT PAUL STREET STREET 2: 49TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-647-9500 MAIL ADDRESS: STREET 1: 325 NORTH SAINT PAUL STREET STREET 2: 49TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NB Sonoran Fund Limited Partnership CENTRAL INDEX KEY: 0001698437 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38711 FILM NUMBER: 181136552 BUSINESS ADDRESS: STREET 1: 325 NORTH SAINT PAUL STREET STREET 2: 49TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-647-9500 MAIL ADDRESS: STREET 1: 325 NORTH SAINT PAUL STREET STREET 2: 49TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NB Wildcats Fund LP CENTRAL INDEX KEY: 0001698432 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38711 FILM NUMBER: 181136553 BUSINESS ADDRESS: STREET 1: 325 NORTH SAINT PAUL STREET STREET 2: 49TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-647-9500 MAIL ADDRESS: STREET 1: 325 NORTH SAINT PAUL STREET STREET 2: 49TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 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 0001469000 NB Alternatives Advisers LLC 325 N. SAINT PAUL STREET, SUITE 4900 DALLAS TX 75201 0 0 1 0 0001755836 NB Crossroads XX - MC Holdings LP 325 N. SAINT PAUL STREET, SUITE 4900 DALLAS TX 75201 0 0 1 0 0001698419 NB Crossroads XXI - MC Holdings LP 325 N. SAINT PAUL STREET, SUITE 4900 DALLAS TX 75201 0 0 1 0 0001698425 NB - Iowa's Public Universities LP 325 N. SAINT PAUL STREET, SUITE 4900 DALLAS TX 75201 0 0 1 0 0001698427 NB PEP Holdings Ltd 325 N. SAINT PAUL STREET, SUITE 4900 DALLAS TX 75201 0 0 1 0 0001698444 NB RP Co-Investment & Secondary Fund LLC 325 N. SAINT PAUL STREET, SUITE 4900 DALLAS TX 75201 0 0 1 0 0001698437 NB Sonoran Fund Limited Partnership 325 N. SAINT PAUL STREET, SUITE 4900 DALLAS TX 75201 0 0 1 0 0001698432 NB Wildcats Fund LP 325 N. SAINT PAUL STREET, SUITE 4900 DALLAS TX 75201 0 0 1 0 Common Stock 2018-10-23 4 C 0 3561571 A 5550952 I See footnote Class A Common Stock 2018-10-23 4 C 0 53292 D Common Stock 3561571 0 I See footnote This Form 4 is filed jointly by NB Alternatives Advisers LLC ("NBAA"), NB Crossroads XX - MC Holdings LP ("NB Crossroads XX LP"), NB Crossroads XXI - MC Holdings LP ("NB Crossroads XXI LP"), NB - Iowa's Public Universities LP ("NB IPU LP"), NB PEP Holdings Limited ("NB PEP"), NB RP Co-Investment & Secondary Fund LLC ("NB RP Co-Investment"), NB Sonoran Fund Limited Partnership ("NB Sonoran LP"), NB Strategic Co-Investment Partners II Holdings LP ("NB Co-Investment II Holdings"), NB Wildcats Fund LP ("NB Wildcats LP"), Neuberger Berman Insurance Fund Series Interests of the SALI Multi-Series Fund, L.P. ("NB SALI Series") and TfL Trustee Company Limited as Trustee of the TfL Pension Fund ("TfL Trustee") (collectively, the "Reporting Persons"). To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transactions. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the outstanding shares of SolarWinds Corporation (the "Issuer"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Neither the filing of this report nor anything herein shall be deemed an admission that any Reporting Person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, the beneficial owner of such securities. 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 was reclassified into one share of Common Stock. Immediately prior to the completion of the Issuer's initial public offering, each outstanding share of Class A Common Stock automatically converted 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 was equal to $1,000 plus accrued and 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 were 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. Consists of (i) 284,926 shares held directly by NB Crossroads XX LP, (ii) 106,847 shares held directly by NB Crossroads XXI LP, (iii) 71,231 shares held directly by NB IPU LP, (iv) 249,309 shares held directly by NB PEP, (v) 71,231 shares held directly by NB RP Co-Investment, (vi) 71,231 shares held directly by NB Sonoran LP, (vii) 2,136,945 shares held directly by NB Co-Investment II Holdings, (viii) 71,231 shares held directly by NB Wildcats LP, (ix) 142,463 shares held directly by NB SALI Series and (x) 356,157 shares held directly by TfL Trustee. Consists of (i) 444,076 shares held directly by NB Crossroads XX LP, (ii) 166,528 shares held directly by NB Crossroads XXI LP, (iii) 111,019 shares held directly by NB IPU LP, (iv) 388,566 shares held directly by NB PEP, (v) 111,019 shares held directly by NB RP Co-Investment, (vi) 111,019 shares held directly by NB Sonoran LP, (vii) 3,330,573 shares held directly by NB Co-Investment II Holdings, (viii) 111,019 shares held directly by NB Wildcats LP, (ix) 222,038 shares held directly by NB SALI Series and (x) 555,095 shares held directly by TfL Trustee. NBAA exercises dispositive and voting power with respect to the shares held by each of the other Reporting Persons and, as a result, may be deemed to beneficially own the shares held directly by NB Crossroads XX LP, NB Crossroads XXI LP, NB IPU LP, NB PEP, NB RP Co-Investment, NB Sonoran LP, NB Co-Investment II Holdings, NB Wildcats LP, NB SALI Series and TfL Trustee. Consists of (i) 4,263 shares held directly by NB Crossroads XX LP, (ii) 1,599 shares held directly by NB Crossroads XXI LP, (iii) 1,066 shares held directly by NB IPU LP, (iv) 3,730 shares held directly by NB PEP, (v) 1,066 shares held directly by NB RP Co-Investment, (vi) 1,066 shares held directly by NB Sonoran LP, (vii) 31,975 shares held directly by NB Co-Investment II Holdings, (viii) 1,066 shares held directly by NB Wildcats LP, (ix) 2,132 shares held directly by NB SALI Series and (x) 5,329 shares held directly by TfL Trustee. /s/ NB Alternatives Advisers LLC, By: Blake Rice, Managing Director 2018-10-23 /s/ NB Crossroads XX - MC Holdings LP, By: Jacquelyn Wang, Authorized Signatory 2018-10-23 /s/ NB Crossroads XXI - MC Holdings LP, By: Jacquelyn Wang, Authorized Signatory 2018-10-23 /s/ NB - Iowa's Public Universities LP, By: Jacquelyn Wang, Authorized Signatory 2018-10-23 /s/ NB PEP Holdings Limited, By: Blake Rice, Authorized Signatory 2018-10-23 /s/ NB RP Co-Investment & Secondary Fund LLC, By: Jacquelyn Wang, Authorized Signatory 2018-10-23 /s/ NB Sonoran Fund Limited Partnership, By: Jacquelyn Wang, Authorized Signatory 2018-10-23 /s/ NB Wildcats Fund LP, By: Jacquelyn Wang, Authorized Signatory 2018-10-23