Silver Lake Group, L.L.C. - May 28, 2021 Form 4 Insider Report for SolarWinds Corp (SWI)

Signature
By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C.
Stock symbol
SWI
Transactions as of
May 28, 2021
Transactions value $
$0
Form type
4
Date filed
6/2/2021, 04:52 PM
Previous filing
May 26, 2021
Next filing
Jun 22, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SWI Common Stock Award $0 +15.3K +10.57% $0.00 160K May 28, 2021 See footnotes F1, F3
transaction SWI Common Stock Award $0 +25.4K +15.83% $0.00 186K May 28, 2021 See footnotes F2, F3
holding SWI Common Stock 86.7M May 28, 2021 Held through Silver Lake Partners IV, L.P. F4, F8
holding SWI Common Stock 1.42M May 28, 2021 Held through Silver Lake Technology Investors IV, L.P. F5, F8
holding SWI Common Stock 34.6M May 28, 2021 Held through SLP Aurora Co-Invest, L.P. F6, F8
holding SWI Common Stock 200K May 28, 2021 Held through Silver Lake Technology Associates IV, L.P. F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents 15,333 restricted stock units awarded to Michael Widmann, a director of the Issuer and an executive of Silver Lake Group, L.L.C. ("SLG") as part of the Issuer's non-employee director compensation program (the "Director Compensation Program"). These restricted stock units vest one-half on each of October 23, 2021 and October 23, 2022, subject to the director's continued service through the vesting dates. On May 28, 2021, Michael Bingle, an executive of SLG, did not stand for re-election to the Issuer's board of directors. This grant to Mr. Widmann represents the unvested portion of the grant made to Mr. Bingle under the Issuer's Director Compensation Program at the time of the Issuer's initial public offering and such grant vests on the same terms as the grant made to Mr. Bingle, the unvested portion of which was forfeited by Mr. Bingle when he left the board of directors.
F2 Represents 12,688 restricted stock units awarded to each of Kenneth Y. Hao and Michael Widmann, directors of the Issuer and executives of SLG, pursuant to the annual equity grant under the Issuer's Director Compensation Program that entitles the holder to receive one share of the Issuer's common stock per restricted unit upon vesting. The restricted stock units vest 100% on the one-year anniversary of the grant date, subject to the director's continued service through such date.
F3 Represents restricted stock units or shares of common stock held by Kenneth Y. Hao and Michael Widmann, directors of the Issuer and executives of SLG, and Jason White and Michael Bingle, former directors of the Issuer and executives of SLG, as part of the Issuer's Director Compensation Program, 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.
F4 These securities are directly held by Silver Lake Partners IV, L.P. ("SLP IV"). The general partner of SLP IV is Silver Lake Technology Associates IV, L.P. ("SLTA IV"), and the general partner of SLTA IV is SLTA IV (GP), L.L.C. ("SLTA IV GP").
F5 These securities are directly held by Silver Lake Technology Investors IV, L.P. ("SLTI IV"). The general partner of SLTI IV is SLTA IV, and the general partner of SLTA IV is SLTA IV GP.
F6 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").
F7 These securities are directly held by SLTA IV. The general partner of SLTA IV is SLTA IV GP. SLTA IV directly holds such shares and expects at a future date to distribute such shares to certain direct and indirect partners of SLTA IV, for the sole purpose of charitable giving.
F8 SLG is the managing member of SLTA III GP and SLTA IV GP. Messrs. Kenneth Y. Hao and Michael Widmann serve as directors of the Issuer and are executives of SLG. Each of SLP IV, SLTI IV, SLTA IV, SLTA IV GP, SLP Aurora, SLP Denali GP, SLTA III, SLTA III GP and SLG may be deemed to be a director 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.