4//SEC Filing
SLP Denali Co-Invest GP, L.L.C. 4
Accession 0000899243-18-027387
CIK 0001739942other
Filed
Oct 23, 8:00 PM ET
Accepted
Oct 24, 5:22 PM ET
Size
15.2 KB
Accession
0000899243-18-027387
Insider Transaction Report
Form 4
SLP Denali Co-Invest GP, L.L.C.
Director10% Owner
Transactions
- Award
Common Stock
2018-10-23+91,998→ 91,998 total(indirect: See footnotes) - Conversion
Common Stock
2018-10-23+24,931,036→ 38,856,695 total(indirect: Held through SLP Aurora Co-Invest, L.P.) - Conversion
Class A Common Stock
2018-10-23−24,931,036→ 0 total(indirect: Held through SLP Aurora Co-Invest, L.P.)→ Common Stock (24,931,036 underlying)
SLP Aurora Co-Invest, L.P.
Director10% Owner
Transactions
- Conversion
Common Stock
2018-10-23+24,931,036→ 38,856,695 total(indirect: Held through SLP Aurora Co-Invest, L.P.) - Conversion
Class A Common Stock
2018-10-23−24,931,036→ 0 total(indirect: Held through SLP Aurora Co-Invest, L.P.)→ Common Stock (24,931,036 underlying) - Award
Common Stock
2018-10-23+91,998→ 91,998 total(indirect: See footnotes)
Footnotes (6)
- [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 was reclassified into one share of Common Stock.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]Represents a grant to each of Messrs. Bingle, Hao and White of 30,666 restricted stock units, as part of the Issuer's non-employee director compensation program. These restricted stock units will vest over a period of four years from the date of grant, subject to the director's continued service through the vesting dates.
- [F6]These securities are held by Messrs. Bingle, Hao and White for the benefit of one or more of the Reporting Persons and/or certain of their affiliates or certain of the funds they manage ("Silver Lake"). Pursuant to Silver Lake's policies with respect to director compensation, upon the sale of these securities, the proceeds from each sale will be expected to be remitted to Silver Lake and/or its limited partners.
Documents
Issuer
SolarWinds Corp
CIK 0001739942
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001672569
Filing Metadata
- Form type
- 4
- Filed
- Oct 23, 8:00 PM ET
- Accepted
- Oct 24, 5:22 PM ET
- Size
- 15.2 KB