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