Sudhakar Ramakrishna - 16 Apr 2025 Form 4 Insider Report for SolarWinds Corp (SWI)

Footnote 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").

Footnote F2

The shares of Common Stock reported as disposed by the Reporting Person include 543,298 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.

Footnote F3

The shares of Common Stock reported as disposed by the Reporting Person include 534,349 performance stock units of the Issuer that were once subject to performance-based vesting conditions and the applicable performance level with respect to which have been determined (the "PSUs"). The PSUs were, at the Effective Time, automatically cancelled and converted into the 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 PSUs as of immediately prior to the Effective Time (the "Cash Replacement PSU Amount"). The Cash Replacement PSU Amount will, subject to the Reporting Person's continued service through the applicable vesting dates, time-vest and settle on the same terms and conditions as were applicable to the underlying PSU immediately prior to the Effective Time with respect to the receipt of the Cash Replacement PSU Amount.