Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SolarWinds Corporation
(Name of Issuer)
Common Stock, par value $0.001 per share
(Titles of Class of Securities)
83417Q204
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out of a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Schedule 13G
CUSIP No. 83417Q204
1 |
NAME OF REPORTING PERSON
Silver Lake Partners IV, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
- 0 - | ||||
6 | SHARED VOTING POWER
43,338,406 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
43,338,406 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,338,406 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.2% | |||||
12 | TYPE OF REPORTING PERSON
PN |
2
Schedule 13G
CUSIP No. 83417Q204
1 |
NAME OF REPORTING PERSON
Silver Lake Technology Investors IV, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
- 0 - | ||||
6 | SHARED VOTING POWER
712,321 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
712,321 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
712,321 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4% | |||||
12 | TYPE OF REPORTING PERSON
PN |
3
Schedule 13G
CUSIP No. 83417Q204
1 |
NAME OF REPORTING PERSON
Silver Lake Technology Associates IV, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
- 0 - | ||||
6 | SHARED VOTING POWER
44,150,552 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
44,150,552 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,150,552 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.8% | |||||
12 | TYPE OF REPORTING PERSON
PN |
4
Schedule 13G
CUSIP No. 83417Q204
1 |
NAME OF REPORTING PERSON
SLTA IV (GP), L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
- 0 - | ||||
6 | SHARED VOTING POWER
44,150,552 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
44,150,552 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,150,552 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.8% | |||||
12 | TYPE OF REPORTING PERSON
OO |
5
Schedule 13G
CUSIP No. 83417Q204
1 |
NAME OF REPORTING PERSON
SLP Aurora Co-Invest, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
- 0 - | ||||
6 | SHARED VOTING POWER
17,323,319 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
17,323,319 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,323,319 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9% | |||||
12 | TYPE OF REPORTING PERSON
PN |
6
Schedule 13G
CUSIP No. 83417Q204
1 |
NAME OF REPORTING PERSON
SLP Denali Co-Invest GP, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
- 0 - | ||||
6 | SHARED VOTING POWER
17,323,319 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
17,323,319 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,323,319 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9% | |||||
12 | TYPE OF REPORTING PERSON
OO |
7
Schedule 13G
CUSIP No. 83417Q204
1 |
NAME OF REPORTING PERSON
Silver Lake Technology Associates III, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
- 0 - | ||||
6 | SHARED VOTING POWER
17,323,319 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
17,323,319 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,323,319 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9% | |||||
12 | TYPE OF REPORTING PERSON
PN |
8
Schedule 13G
CUSIP No. 83417Q204
1 |
NAME OF REPORTING PERSON
SLTA III (GP), L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
- 0 - | ||||
6 | SHARED VOTING POWER
17,323,319 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
17,323,319 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,323,319 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.9% | |||||
12 | TYPE OF REPORTING PERSON
OO |
9
Schedule 13G
CUSIP No. 83417Q204
1 |
NAME OF REPORTING PERSON
Silver Lake Group, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
- 0 - | ||||
6 | SHARED VOTING POWER
61,473,871 | |||||
7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
8 | SHARED DISPOSITIVE POWER
61,473,871 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,473,871 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.6% | |||||
12 | TYPE OF REPORTING PERSON
OO |
10
Item 1(a). Name of Issuer:
SolarWinds Corporation
Item 1(b). Address of Issuers Principal Executive Offices:
7171 Southwest Parkway, Building 400
Austin, Texas 78735
Item 2(a). Name of Person Filing:
This Amendment No. 3 to Schedule 13G is being filed jointly by Silver Lake Partners IV, L.P., a Delaware limited partnership (SLP IV), Silver Lake Technology Investors IV, L.P., a Delaware limited partnership (SLTI IV), Silver Lake Technology Associates IV, L.P., a Delaware limited partnership (SLTA IV), SLTA IV (GP), L.L.C., a Delaware limited liability company (SLTA IV GP), SLP Aurora Co-Invest, L.P., a Delaware limited partnership (SLP Aurora), SLP Denali Co-Invest GP, L.L.C., a Delaware limited liability company (SLP Denali GP), Silver Lake Technology Associates III, L.P., a Delaware limited partnership (SLTA III), SLTA III (GP), L.L.C., a Delaware limited liability company (SLTA III GP), and Silver Lake Group, L.L.C., a Delaware limited liability company (SLG) (each a Reporting Person and, together, the Reporting Persons), pursuant to an agreement of joint filing.
The general partner of each of SLP IV and SLTI IV is SLTA IV and the general partner of SLTA IV is SLTA IV GP. The general partner of SLP Aurora is SLP Denali GP, and the managing member of SLP Denali GP is SLTA III. The general partner of SLTA III is SLTA III GP. The managing member of SLTA III GP and SLTA IV GP is SLG.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Reporting Persons is as follows:
c/o Silver Lake
2775 Sand Hill Road, Suite 100
Menlo Park, CA 94025
Item 2(c). Citizenship:
See response to Item 4 of each of the cover pages and Item 2(a) above.
Item 2(d). Titles of Classes of Securities:
Common stock, par value $0.001 per share (Common Stock).
Item 2(e). CUSIP Number:
83417Q204
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
(a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). | ||
(b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). | ||
(c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). | ||
(d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
11
(e) | ☐ | Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | ||
(f) | ☐ | Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
(g) | ☐ | Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||
(h) | ☐ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813). | ||
(i) | ☐ | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
(j) | ☐ | Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J). | ||
(k) | ☐ | Group in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4. Ownership.
(a) Amount Beneficially Owned:
The information contained in rows 5, 6, 7, 8, 9, 10, and 11 on each of the cover pages of this Schedule 13G is incorporated by reference in its entirety into this Item 4.
The Reporting Persons may be deemed to beneficially own an aggregate of 61,473,871 shares of the Issuers Common Stock, representing approximately 38.6% of the issued and outstanding shares of the Issuers Common Stock. The percentages of beneficial ownership in this Schedule 13G are based on 159,090,194 shares of Common Stock of the Issuer outstanding as of November 2, 2021, as reflected in the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, which was filed with the Securities and Exchange Commission on November 9, 2021. All figures reported herein take into account the 2:1 reverse stock split effected by the Issuer on July 30, 2021.
Certain of the Reporting Persons and certain affiliates of Thoma Bravo, LLC (collectively, the Stockholders) are parties to a Stockholder Agreement (the Stockholder Agreement), which contains, among other things, certain provisions relating to transfer of, and coordination of the voting of, securities of the Issuer by the parties thereto.
By virtue of the Stockholder Agreement and the obligations and rights thereunder, certain of the Reporting Persons acknowledge and agree that they are acting as a group with the other Stockholders within the meaning of Section 13(d) of the Exchange Act. Based in part on information provided by or on behalf of such other Stockholders, as of December 31, 2021, such a group would be deemed to beneficially own an aggregate of 111,564,512 shares of Common Stock, or 70.1% of the Common Stock of the Issuer. Pursuant to an amendment to the Stockholders Agreement, certain co-investors of Thoma Bravo who had previously been parties thereto are no longer parties to such agreement and therefore no longer members of the group previously described in Amendment No. 2 to Schedule 13G filed by the Reporting Persons on February 12, 2021. The Reporting Persons expressly disclaim beneficial ownership over any shares of Common Stock that they may be deemed to beneficially own solely by reason of the Stockholder Agreement. Certain entities affiliated with Thoma Bravo are separately making Schedule 13G filings reporting their beneficial ownership of shares of Common Stock.
Directors affiliated with Reporting Persons are entitled to earn director compensation pursuant to the Issuers standard director compensation arrangements, which compensation is held for the benefit of Reporting Persons and/or certain of its affiliates or certain of the funds it manages. Each of Kenneth Y. Hao and Michael Widmann serves as a director of the Issuer and each of Michael J. Bingle and Jason White previously served as a director of the Issuer, and such persons currently hold, in the aggregate, 76,839 shares of Common Stock received upon vesting of certain restricted stock units and an additional 19,665 unvested restricted stock units scheduled to vest on October 23, 2022 and an aggregate of 21,698 restricted stock units scheduled to vest on May 28, 2022 in each case, subject to the directors continued service as a member of the board of the Issuer. The beneficial ownership numbers reported herein do not include any shares of Common Stock and restricted stock units awarded as director compensation and the Reporting Persons disclaim beneficial ownership over such securities.
12
(b) Percent of Class:
See responses to Item 11 on each cover page and Items 2(a) and 4(a) above.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page and Items 2(a) and 4(a) above.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page and Items 2(a) and 4(a) above.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page and Items 2(a) and 4(a) above.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page and Items 2(a) and 4(a) above.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Items 2(a) and 4 above.
Item 9. Notice of Dissolution of Group.
See Item 4 above.
Item 10. Certification.
Not applicable.
13
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2022
Silver Lake Partners IV, L.P. | ||
By: | Silver Lake Technology Associates IV, L.P., its general partner | |
By: | SLTA IV (GP), L.L.C., its general partner | |
By: | Silver Lake Group, L.L.C., its managing member | |
By: | /s/ Andrew J. Schader | |
Name: | Andrew J. Schader | |
Title: | Managing Director and General Counsel | |
Silver Lake Technology Investors IV, L.P. | ||
By: | Silver Lake Technology Associates IV, L.P., its general partner | |
By: | SLTA IV (GP), L.L.C., its general partner | |
By: | Silver Lake Group, L.L.C., its managing member | |
By: | /s/ Andrew J. Schader | |
Name: | Andrew J. Schader | |
Title: | Managing Director and General Counsel | |
Silver Lake Technology Associates IV, L.P. | ||
By: | SLTA IV (GP), L.L.C., its general partner | |
By: | Silver Lake Group, L.L.C., its managing member | |
By: | /s/ Andrew J. Schader | |
Name: | Andrew J. Schader | |
Title: | Managing Director and General Counsel | |
SLTA IV (GP), L.L.C. | ||
By: | Silver Lake Group, L.L.C., its managing member | |
By: | /s/ Andrew J. Schader | |
Name: | Andrew J. Schader | |
Title: | Managing Director and General Counsel |
SLP Aurora Co-Invest, L.P. | ||
By: | SLP Denali Co-Invest GP, L.L.C., its general partner | |
By: | Silver Lake Technology Associates III, L.P., its managing member | |
By: | SLTA III (GP), L.L.C., its general partner | |
By: | Silver Lake Group, L.L.C., its managing member | |
By: | /s/ Andrew J. Schader | |
Name: | Andrew J. Schader | |
Title: | Managing Director and General Counsel | |
SLP Denali Co-Invest GP, L.L.C. | ||
By: | Silver Lake Technology Associates III, L.P., its managing member | |
By: | SLTA III (GP), L.L.C., its general partner | |
By: | Silver Lake Group, L.L.C., its managing member | |
By: | /s/ Andrew J. Schader | |
Name: | Andrew J. Schader | |
Title: | Managing Director and General Counsel | |
Silver Lake Technology Associates III, L.P. | ||
By: | SLTA III (GP), L.L.C., its general partner | |
By: | Silver Lake Group, L.L.C., its managing member | |
By: | /s/ Andrew J. Schader | |
Name: | Andrew J. Schader | |
Title: | Managing Director and General Counsel | |
SLTA III (GP), L.L.C. | ||
By: | Silver Lake Group, L.L.C., its managing member | |
By: | /s/ Andrew J. Schader | |
Name: | Andrew J. Schader | |
Title: | Managing Director and General Counsel | |
Silver Lake Group, L.L.C. | ||
By: | /s/ Andrew J. Schader | |
Name: | Andrew J. Schader | |
Title: | Managing Director and General Counsel |