0000899243-20-033218.txt : 20201209
0000899243-20-033218.hdr.sgml : 20201209
20201209201047
ACCESSION NUMBER: 0000899243-20-033218
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201207
FILED AS OF DATE: 20201209
DATE AS OF CHANGE: 20201209
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: THOMA BRAVO SPECIAL OPPORTUNITIES FUND II, L.P.
CENTRAL INDEX KEY: 0001634641
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38711
FILM NUMBER: 201379138
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 SPECIAL OPPORTUNITIES FUND II-A, L.P.
CENTRAL INDEX KEY: 0001634649
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38711
FILM NUMBER: 201379139
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
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
2020-12-07
0
0001739942
SolarWinds Corp
SWI
0001634641
THOMA BRAVO SPECIAL OPPORTUNITIES FUND II, L.P.
C/O THOMA BRAVO, L.P.
150 N. RIVERSIDE PLAZA, SUITE 2800
CHICAGO
IL
60606
0
0
1
0
0001634649
THOMA BRAVO SPECIAL OPPORTUNITIES FUND II-A, L.P.
C/O THOMA BRAVO, L.P.
150 N. RIVERSIDE PLAZA, SUITE 2800
CHICAGO
IL
60606
0
0
1
0
Common Stock
2020-12-07
4
S
0
5839157
21.97
D
100181291
I
See footnotes
Consists of 1,903,990 shares held directly by Thoma Bravo Fund XI, L.P. ("TB Fund XI"), 956,231 shares held directly by Thoma Bravo Fund XI-A, L.P. ("TB Fund XI-A"), 42,004 shares held directly by Thoma Bravo Executive Fund XI, L.P. ("TB Exec Fund XI"), 941,857 shares held directly by Thoma Bravo Fund XII, L.P. ("TB Fund XII"), 832,953 shares held directly by Thoma Bravo Fund XII-A, L.P. ("TB Fund XII-A"), 9,217 shares held directly by Thoma Bravo Executive Fund XII, L.P. ("TB Exec Fund XII"), 8,190 shares held directly by Thoma Bravo Executive Fund XII-A, L.P. ("TB Exec Fund XII-A"), 770,611 shares held directly by Thoma Bravo Special Opportunities Fund II, L.P. ("TB SOF II") and 374,104 shares held directly by Thoma Bravo Special Opportunities Fund II-A, L.P. ("TB SOF II-A").
On December 7, 2020, each of the foregoing reporting persons entered in a Stock Purchase Agreement to sell shares of common stock at a price of $21.97 per share, subject to potential adjustment under certain circumstances.
Consists of 32,666,403 shares held directly by TB Fund XI, 16,405,874 shares held directly by TB Fund XI-A, 720,652 shares held directly by TB Exec Fund XI, 16,159,250 shares held directly by TB Fund XII, 14,290,803 shares held directly by TB Fund XII-A, 158,141 shares held directly by TB Exec Fund XII, 140,521 shares held directly by TB Exec Fund XII-A, 13,221,214 shares held directly by TB SOF II and 6,418,433 shares held directly by 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 UGP") is the ultimate managing member of each of TB Partners XI and TB Partners XII.
(continued from footnote 4) By virtue of the relationships described in this footnote, TB UGP 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 Exec Fund XII-A, TB SOF II and TB SOF II-A. Each of TB Partners XI, TB Partners XII and TB UGP 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.
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, 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 Partners XI, TB Partners XII and TB UGP have filed a separate Form 4. The holdings of such entities are also reported on this Form 4.
Thoma Bravo Special Opportunities Fund II, L.P. by /s/ Bradley Reed, Attorney-in-Fact
2020-12-09
Thoma Bravo Special Opportunities Fund II-A, L.P. by /s/ Bradley Reed, Attorney-in-Fact
2020-12-09