3//SEC Filing
SLP Denali Co-Invest GP, L.L.C. 3
Accession 0000899243-18-027101
CIK 0001739942other
Filed
Oct 18, 8:00 PM ET
Accepted
Oct 19, 5:17 PM ET
Size
10.6 KB
Accession
0000899243-18-027101
Insider Transaction Report
Form 3
SLP Aurora Co-Invest, L.P.
Director10% Owner
Holdings
- (indirect: Held through SLP Aurora Co-Invest, L.P.)
Class A Common Stock
→ Common Stock (24,931,036 underlying) - 13,925,659(indirect: Held through SLP Aurora Co-Invest, L.P.)
Class B Common Stock
SLP Denali Co-Invest GP, L.L.C.
Director10% Owner
Holdings
- (indirect: Held through SLP Aurora Co-Invest, L.P.)
Class A Common Stock
→ Common Stock (24,931,036 underlying) - 13,925,659(indirect: Held through SLP Aurora Co-Invest, L.P.)
Class B Common Stock
Footnotes (5)
- [F1]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.
- [F2]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 for 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.
- [F3]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 such shares of Class B Common Stock into Common Stock.
- [F4]These securities are directly held by SLP Aurora Co-Invest, L.P. ("SLP Aurora"). The general partner of SLP Aurora is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP"). Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA III GP.
- [F5]Kenneth Y. Hao, Michael J. Bingle and Jason White serve as directors of the Issuer and are executives of SLG. Each of SLP Aurora, SLP Denali GP, SLTA III, SLTA III GP, SLG and certain of their affiliates may be deemed to be directors by deputization of the Issuer. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
Documents
Issuer
SolarWinds Corp
CIK 0001739942
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001672569
Filing Metadata
- Form type
- 3
- Filed
- Oct 18, 8:00 PM ET
- Accepted
- Oct 19, 5:17 PM ET
- Size
- 10.6 KB