Lewis Walton Black - 16 Apr 2025 Form 4 Insider Report for SolarWinds Corp (SWI)

Role: EVP, CFO, and Treasurer
Signature: /s/ Jason W. Bliss Attorney-in-Fact for Lewis Black
Issuer symbol: SWI
Transactions as of: 16 Apr 2025
Net transactions value: -$7,888,974
Form type: 4
Filing time: 17 Apr 2025, 16:20:52 UTC
Previous filing: 19 Aug 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SWI	Common Stock	Disposed to Issuer	$7,888,974	-426,431	-100%	$18.50	0	16 Apr 2025	Direct	F1, F2

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

Lewis Walton Black is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of February 7, 2025, by and among Starlight Parent, LLC ("Parent"), Starlight Merger Sub, Inc. ("Merger Subsidiary"), and the Issuer, Merger Subsidiary merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and at the time of the Merger (the "Effective Time") each issued and outstanding share of the Issuer's Common Stock, par value $0.001 per share (the "Common Stock"), owned by the Reporting Person was cancelled and converted into the right to receive $18.50 per share in cash without interest thereon (the "Per Share Price").
F2	The shares of Common Stock reported as disposed by the Reporting Person are comprised of 426,431 unvested restricted stock units of the Issuer (the "Unvested RSUs"), which, pursuant to the Merger Agreement, were, at the Effective Time, automatically cancelled and converted into the contingent right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the Per Share Price and (b) the number of shares of Common Stock subject to such Unvested RSU (the "Cash Replacement Unvested RSU Amount"). The Cash Replacement Unvested RSU Amount will, subject to the Reporting Person's continued service through the applicable vesting dates, vest and be payable at the time when the RSU awards for which the Cash Replacement RSU Unvested Amounts were exchanged would have vested pursuant to the terms thereof.

Content

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of February 7, 2025, by and among Starlight Parent, LLC ("Parent"), Starlight Merger Sub, Inc. ("Merger Subsidiary"), and the Issuer, Merger Subsidiary merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, and at the time of the Merger (the "Effective Time") each issued and outstanding share of the Issuer's Common Stock, par value $0.001 per share (the "Common Stock"), owned by the Reporting Person was cancelled and converted into the right to receive $18.50 per share in cash without interest thereon (the "Per Share Price").

The shares of Common Stock reported as disposed by the Reporting Person are comprised of 426,431 unvested restricted stock units of the Issuer (the "Unvested RSUs"), which, pursuant to the Merger Agreement, were, at the Effective Time, automatically cancelled and converted into the contingent right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the Per Share Price and (b) the number of shares of Common Stock subject to such Unvested RSU (the "Cash Replacement Unvested RSU Amount"). The Cash Replacement Unvested RSU Amount will, subject to the Reporting Person's continued service through the applicable vesting dates, vest and be payable at the time when the RSU awards for which the Cash Replacement RSU Unvested Amounts were exchanged would have vested pursuant to the terms thereof.