Slta IV (Gp), L.L.C. - Jul 26, 2021 Form 4 Insider Report for N-able, Inc. (NABL)

Role: Director, 10%+ Owner
Signature: By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C.
Stock symbol: NABL
Transactions as of: Jul 26, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/28/2021, 05:16 PM
Previous filing: Jul 26, 2021
Next filing: Sep 3, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NABL	Common Stock	Award	$0	+56K	+97.92%	$0.00	113K	Jul 26, 2021	See footnote	F1, F2
holding	NABL	Common Stock						43.3M	Jul 26, 2021	Held through Silver Lake Partners IV, L.P.	F3, F4, F8
holding	NABL	Common Stock						712K	Jul 26, 2021	Held through Silver Lake Technology Investors IV, L.P.	F3, F5, F8
holding	NABL	Common Stock						17.3M	Jul 26, 2021	Held through SLP Aurora Co-Invest, L.P.	F3, F6, F8
holding	NABL	Common Stock						99.8K	Jul 26, 2021	Held through Silver Lake Technology Associates IV L.P.	F3, F7, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	In connection with the separation and distribution by SolarWinds Corporation ("SolarWinds") of its wholly-owned subsidiary, N-able, Inc. (the "Issuer"), effective on July 19, 2021 (the "Spin-off"), Michael J. Bingle and Michael Widmann, executives of Silver Lake Group, L.L.C. ("SLG"), became directors of the Issuer. In connection therewith, each of Mr. Bingle and Widmann were granted 27,993 restricted stock units under the Issuer's non-employee director compensation policy that entitles the holder to receive one share of the Issuer's common stock per restricted unit upon vesting. The restricted stock units vest in equal annual installments on each of July 19, 2022, 2023 and 2024, subject to the director's continued service through the applicable vesting date.
F2	Represents restricted stock units described in footnote (1) above and shares of common stock held by Kenneth Y. Hao, Michael J. Bingle, Michael Widmann and Jason White, executives of SLG, who were awarded shares of common stock of SolarWinds, as part of SolarWinds's non-employee director compensation policy, and as a result of the Spin-off, received shares of common stock of the Issuer. Such shares of common stock of the Issuer are held 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.
F3	Represents securities of the Issuer received in the Spin-off.
F4	These securities are directly held by 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 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. 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 Silver Lake Technology Associates IV, L.P. ("SLTA IV"), which expects at a future date to further 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. Michael J. Bingle 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.