0000899243-21-030631.txt : 20210729 0000899243-21-030631.hdr.sgml : 20210729 20210729160636 ACCESSION NUMBER: 0000899243-21-030631 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210719 FILED AS OF DATE: 20210729 DATE AS OF CHANGE: 20210729 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMA BRAVO FUND X-A, L.P. CENTRAL INDEX KEY: 0001537212 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40297 FILM NUMBER: 211127411 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 4350 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 312-254-3300 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 4350 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMA BRAVO FUND XI, L.P. CENTRAL INDEX KEY: 0001606286 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40297 FILM NUMBER: 211127412 BUSINESS ADDRESS: STREET 1: C/O THOMA BRAVO, LLC STREET 2: 150 N. RIVERSIDE PLAZA, SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 254-3300 MAIL ADDRESS: STREET 1: C/O THOMA BRAVO, LLC STREET 2: 150 N. RIVERSIDE PLAZA, SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMA BRAVO EXECUTIVE FUND XI, L.P. CENTRAL INDEX KEY: 0001606288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40297 FILM NUMBER: 211127410 BUSINESS ADDRESS: STREET 1: C/O THOMA BRAVO, LLC STREET 2: 150 N. RIVERSIDE PLAZA, SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 254-3300 MAIL ADDRESS: STREET 1: C/O THOMA BRAVO, LLC STREET 2: 150 N. RIVERSIDE PLAZA, SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMA BRAVO FUND XII, L.P. CENTRAL INDEX KEY: 0001666742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40297 FILM NUMBER: 211127408 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 4350 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 254-3300 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 4350 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMA BRAVO EXECUTIVE FUND XII, L.P. CENTRAL INDEX KEY: 0001666745 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40297 FILM NUMBER: 211127406 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 4350 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 254-3300 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 4350 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMA BRAVO FUND XII-A, L.P. CENTRAL INDEX KEY: 0001666747 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40297 FILM NUMBER: 211127407 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 4350 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 254-3300 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 4350 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMA BRAVO PARTNERS XI, L.P. CENTRAL INDEX KEY: 0001722232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40297 FILM NUMBER: 211127413 BUSINESS ADDRESS: STREET 1: C/O THOMA BRAVO, LLC STREET 2: 150 N. RIVERSIDE PLAZA, SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (415) 733-6020 MAIL ADDRESS: STREET 1: C/O THOMA BRAVO, LLC STREET 2: 150 N. RIVERSIDE PLAZA, SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMA BRAVO PARTNERS XII, L.P. CENTRAL INDEX KEY: 0001756435 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40297 FILM NUMBER: 211127409 BUSINESS ADDRESS: STREET 1: C/O THOMA BRAVO, LLC STREET 2: 600 MONTGOMERY STREET, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 263-3660 MAIL ADDRESS: STREET 1: C/O THOMA BRAVO, LLC STREET 2: 600 MONTGOMERY STREET, 20TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMA BRAVO UGP, LLC CENTRAL INDEX KEY: 0001813487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40297 FILM NUMBER: 211127414 BUSINESS ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 254-3300 MAIL ADDRESS: STREET 1: 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60606 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: N-able, Inc. CENTRAL INDEX KEY: 0001834488 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 854069861 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 5126829300 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: N-able, LLC DATE OF NAME CHANGE: 20210323 FORMER COMPANY: FORMER CONFORMED NAME: SWI Spinco, LLC DATE OF NAME CHANGE: 20201202 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-07-19 0 0001834488 N-able, Inc. NABL 0001813487 THOMA BRAVO UGP, LLC C/O THOMA BRAVO, L.P 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO IL 60606 0 0 1 0 0001722232 THOMA BRAVO PARTNERS XI, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO IL 60606 0 0 1 0 0001606286 THOMA BRAVO FUND XI, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO IL 60606 0 0 1 0 0001537212 THOMA BRAVO FUND X-A, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO IL 60606 0 0 1 0 0001606288 THOMA BRAVO EXECUTIVE FUND XI, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO IL 60606 0 0 1 0 0001756435 THOMA BRAVO PARTNERS XII, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO IL 60606 0 0 1 0 0001666742 THOMA BRAVO FUND XII, L.P. C/O THOMA BRAVO, L.P. 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO IL 60606 0 0 1 0 0001666747 THOMA BRAVO FUND XII-A, L.P. C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 CHICAGO IL 60606 0 0 1 0 0001666745 THOMA BRAVO EXECUTIVE FUND XII, L.P. C/O THOMA BRAVO, L.P. 150 N. RIVERSIDE PLAZA, SUITE 2800 CHICAGO IL 60606 0 0 1 0 Common Stock 50090643 I See footnotes Consists of 16,333,201 shares held directly by Thoma Bravo Fund XI, L.P. ("TB Fund XI"), 8,202,937 shares held directly by Thoma Bravo Fund XI-A, L.P. ("TB Fund XI-A"), 360,326 shares held directly by Thoma Bravo Executive Fund XI, L.P. ("TB Exec Fund XI"), 8,079,625 shares held directly by Thoma Bravo Fund XII, L.P. ("TB Fund XII"), 7,145,401 shares held directly by Thoma Bravo Fund XII-A, L.P. ("TB Fund XII-A"), 79,070 shares held directly by Thoma Bravo Executive Fund XII, L.P. ("TB Exec Fund XII"), 70,260 shares held directly by Thoma Bravo Executive Fund XII-A, L.P. ("TB Exec Fund XII-A"), 6,610,607 shares held directly by Thoma Bravo Special Opportunities Fund II, L.P. ("TB SOF II") and 3,209,216 shares held directly by Thoma Bravo Special Opportunities Fund II-A, L.P. ("TB SOF II-A"). Thoma Bravo Partners XI, L.P. ("TB Partners XI") is the general partner of each of TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB SOF II and TB SOF II-A. Thoma Bravo Partners XII, L.P. ("TB Partners XII") is the general partner of each of TB Fund XII, TB Fund XII-A, TB Exec Fund XII and TB Exec Fund XII-A. Thoma Bravo UGP, LLC ("TB, LLC") is the managing member of the general partner of each of TB Partners XI and TB Partners XII. (Continued from footnote 2) By virtue of the relationships described in this footnote, TB, LLC may be deemed to exercise voting and dispositive power with respect to the shares held by TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB Fund XII, TB Fund XII-A, TB Exec Fund XII, TB SOF II and TB SOF II-A. Each of TB Partners XI, TB Partners XII and TB, LLC disclaims beneficial ownership of the shares owned by TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB Fund XII, TB Fund XII-A, TB Exec Fund XII, TB Exec Fund XII-A, TB SOF II and TB SOF II-A except to the extent of its pecuniary interest therein. Power of Attorney attached as Exhibit 24.1. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, TB SOF II and TB SOF II-A have filed a separate Form 3. The holdings of such entities are also reported on this Form 3. Form 1 of 2. /s/ Seth Boro, Managing Member of Thoma Bravo UGP, LLC 2021-07-29 /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo Partners XI, L.P. 2021-07-29 /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo UGP XI, LLC of the General Partner of Thoma Bravo Fund XI, L.P. 2021-07-29 /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo UGP XI, LLC of the General Partner of Thoma Bravo Fund XI-A, L.P. 2021-07-29 /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo UGP XI, LLC of the General Partner of Thoma Bravo Executive Fund XI, L.P. 2021-07-29 /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of Thoma Bravo UGP, LLC, the General Partner of Thoma Bravo Partners XII, L.P. 2021-07-29 /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of Thoma Bravo UGP, LLC, the General Partner of Thoma Bravo Partners XI, L.P. 2021-07-29 /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo UGP XII, LLC of the General Partner of Thoma Bravo Fund XII, L.P. 2021-07-29 /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo UGP XII, LLC of the General Partner of Thoma Bravo Fund XII-A, L.P. 2021-07-29 /s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo UGP XII, LLC of the General Partner of Thoma Bravo Executive Fund XII, L.P. 2021-07-29 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT
                               POWER OF ATTORNEY

The undersigned entities do each hereby appoint Gerald Nowak and Bradley Reed as
the undersigned's true and lawful attorneys-in-fact (each, an "Attorney-in-Fact"
and collectively, the "Attorneys-in-Fact"), each, individually or jointly, with
full power of substitution and resubstitution, to have full power and authority
to act in each of the undersigned's name, place and stead and on each of the
undersigned's behalf to:

1. execute and deliver in the undersigned's capacity as one or more of an
officer, director or significant stockholder of N-able, Inc. or any of its
subsidiaries (collectively, the "Company"), reports, schedules or other filings
with respect to the reporting of ownership of or transactions in securities of
the Company required to be made under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or the Securities Act of 1933, as amended (the
"Securities Act"), and the rules thereunder, including without limitation,
Schedules 13D and 13G, Forms 3, 4 and 5 and Form  144 and any amendments,
corrections, supplements or other changes thereto;

2. prepare, execute and submit to the Securities and Exchange Commission  (the
"SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the undersigned
to file the above-mentioned reports, schedules or filings electronically with
the SEC;

3. do and perform any and all acts that such Attorney-in-Fact (in his sole
discretion) determines may be necessary or desirable to complete and execute any
such reports, schedules or other filings and timely file same with the SEC and
any stock exchange or other authority; and

4. take any other action of any type whatsoever in connection with the foregoing
that, in the sole opinion of such Attorney-in-Fact, may be of benefit to, in the
best interest of, or legally required by the undersigned, it being understood
that the documents executed by such Attorney-in-Fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such Attorney-in-Fact may approve in his
sole discretion.

Each of the undersigned hereby ratify and confirm all that the Attorneys-in-Fact
shall lawfully do or cause to be done by virtue of this Power of Attorney and
the rights and powers herein granted.  Each of the undersigned acknowledge that
the Attorneys-in-Fact, in serving in such capacity at each of the undersigned's
request, are not assuming, nor is the Company assuming, (i) any of the
undersigned's responsibilities to comply with the requirements of the Exchange
Act or the Securities Act or any liability for the undersigned's failure to
comply with such requirements, or (ii) any obligation or liability the
undersigned incur for profit disgorgement under Section 16(b) of the Exchange
Act.  Each of the undersigned further acknowledge that this Power of Attorney
does not relieve the undersigned from responsibility for compliance with the
undersigned's obligations under the Exchange Act or the Securities Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer subject to Sections 13 and 16 of the Exchange Act and
Rule 144 of the Securities Act with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the Attorneys-in-Fact.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as of
July 28, 2021.


/s/ Seth Boro, Managing Member of Thoma Bravo UGP, LLC

/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of
the General Partner of Thoma Bravo Partners XI, L.P.

/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of
the General Partner of Thoma Bravo UGP XI, LLC of the General Partner of
Thoma Bravo Fund XI, L.P.

/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of
the General Partner of Thoma Bravo UGP XI, LLC of the General Partner of
Thoma Bravo Fund XI-A, L.P.

/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of
the General Partner of Thoma Bravo UGP XI, LLC of the General Partner of
Thoma Bravo Executive Fund XI, L.P.

/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of
Thoma Bravo UGP, LLC, the General Partner of Thoma Bravo Partners XII, L.P.

/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of
Thoma Bravo UGP, LLC, the General Partner of Thoma Bravo Partners XI, L.P.

/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of
the General Partner of Thoma Bravo UGP XII, LLC of the General Partner of
Thoma Bravo Fund XII, L.P.

/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of
the General Partner of Thoma Bravo UGP XII, LLC of the General Partner of
Thoma Bravo Fund XII-A, L.P.

/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of
the General Partner of Thoma Bravo UGP XII, LLC of the General Partner of
Thoma Bravo Executive Fund XII, L.P.

/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of
the General Partner of Thoma Bravo UGP XII, LLC of the General Partner of
Thoma Bravo Executive Fund XII-A, L.P.

/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of
the General Partner of Thoma Bravo UGP XI, LLC of the General Partner of
Thoma Bravo Special Opportunities Fund II, L.P.

/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of
the General Partner of Thoma Bravo UGP XI, LLC of the General Partner of
Thoma Bravo Special Opportunities Fund II-A, L.P.