3//SEC Filing
NB Strategic Co-Investment Partners II Holdings LP 3
Accession 0000899243-18-027081
CIK 0001739942other
Filed
Oct 18, 8:00 PM ET
Accepted
Oct 19, 4:17 PM ET
Size
13.8 KB
Accession
0000899243-18-027081
Insider Transaction Report
Form 3
Holdings
- 1,989,381(indirect: See footnote)
Class B Common Stock
- (indirect: See footnote)
Class A Common Stock
→ Common Stock (3,561,571 underlying)
TfL Trustee Co Ltd
10% Owner
Holdings
- (indirect: See footnote)
Class A Common Stock
→ Common Stock (3,561,571 underlying) - 1,989,381(indirect: See footnote)
Class B Common Stock
Holdings
- 1,989,381(indirect: See footnote)
Class B Common Stock
- (indirect: See footnote)
Class A Common Stock
→ Common Stock (3,561,571 underlying)
Footnotes (7)
- [F1]This Form 3 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").
- [F2]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 second of two identical reports relating to the same holdings. 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.
- [F3]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 will be reclassified into one share of Common Stock.
- [F4]Consists of (i) 159,150 shares held directly by NB Crossroads XX LP, (ii) 59,681 shares held directly by NB Crossroads XXI LP, (iii) 39,788 shares held directly by NB IPU LP, (iv) 139,257 shares held directly by NB PEP, (v) 39,788 shares held directly by NB RP Co-Investment, (vi) 39,788 shares held directly by NB Sonoran LP, (vii) 1,193,628 shares held directly by NB Co-Investment II Holdings, (viii) 39,788 shares held directly by NB Wildcats LP, (ix) 79,575 shares held directly by NB SALI Series and (x) 198,938 shares held directly by TfL Trustee.
- [F5]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.
- [F6]Immediately prior to completion of the Issuer's initial public offering, each outstanding share of Class A Common Stock will automatically convert 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 of each share of Class A Common Stock is equal to $1,000 plus accrued but 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 are 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.
- [F7]Represents the number of shares of Common Stock to be received upon the conversion of the Class A Common Stock into Class B Common Stock and the reclassification of the Class B Common Stock into Common Stock. 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.
Documents
Issuer
SolarWinds Corp
CIK 0001739942
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001756083
Filing Metadata
- Form type
- 3
- Filed
- Oct 18, 8:00 PM ET
- Accepted
- Oct 19, 4:17 PM ET
- Size
- 13.8 KB