Thoma Bravo Ugp, Llc - Jul 19, 2021 Form 3 Insider Report for N-able, Inc. (NABL)

Role: 10%+ Owner
Signature: /s/ Seth Boro, Managing Member of Thoma Bravo UGP, LLC
Stock symbol: NABL
Transactions as of: Jul 19, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/29/2021, 04:06 PM
Next filing: Jul 22, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NABL	Common Stock						50.1M	Jul 19, 2021	See footnotes	F1, F2, F3

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

Explanation of Responses:

Id	Content
F1	Consists of 16,333,201 shares held directly by Thoma Bravo Fund XI, L.P. ("TB Fund XI"), 8,202,937 shares held directly by Thoma Bravo Fund XI-A, L.P. ("TB Fund XI-A"), 360,326 shares held directly by Thoma Bravo Executive Fund XI, L.P. ("TB Exec Fund XI"), 8,079,625 shares held directly by Thoma Bravo Fund XII, L.P. ("TB Fund XII"), 7,145,401 shares held directly by Thoma Bravo Fund XII-A, L.P. ("TB Fund XII-A"), 79,070 shares held directly by Thoma Bravo Executive Fund XII, L.P. ("TB Exec Fund XII"), 70,260 shares held directly by Thoma Bravo Executive Fund XII-A, L.P. ("TB Exec Fund XII-A"), 6,610,607 shares held directly by Thoma Bravo Special Opportunities Fund II, L.P. ("TB SOF II") and 3,209,216 shares held directly by Thoma Bravo Special Opportunities Fund II-A, L.P. ("TB SOF II-A").
F2	Thoma Bravo Partners XI, L.P. ("TB Partners XI") is the general partner of each of TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB SOF II and TB SOF II-A. Thoma Bravo Partners XII, L.P. ("TB Partners XII") is the general partner of each of TB Fund XII, TB Fund XII-A, TB Exec Fund XII and TB Exec Fund XII-A. Thoma Bravo UGP, LLC ("TB, LLC") is the managing member of the general partner of each of TB Partners XI and TB Partners XII.
F3	(Continued from footnote 2) By virtue of the relationships described in this footnote, TB, LLC may be deemed to exercise voting and dispositive power with respect to the shares held by TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB Fund XII, TB Fund XII-A, TB Exec Fund XII, TB SOF II and TB SOF II-A. Each of TB Partners XI, TB Partners XII and TB, LLC disclaims beneficial ownership of the shares owned by TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB Fund XII, TB Fund XII-A, TB Exec Fund XII, TB Exec Fund XII-A, TB SOF II and TB SOF II-A except to the extent of its pecuniary interest therein.

Remarks:

Power of Attorney attached as Exhibit 24.1. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, TB SOF II and TB SOF II-A have filed a separate Form 3. The holdings of such entities are also reported on this Form 3. Form 1 of 2.