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. 1)*
SolarWinds Corporation
(Name of Issuer)
Common stock, par value $0.001
(Title of Class of Securities)
83417Q105
(CUSIP Number)
December 31, 2019
(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 for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the 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 (“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).
| CUSIP No. 83417Q105 | 13G | Page 2 of 5 Pages |
| 1 |
NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 98-1153942
Hermes USA Investors Venture II, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (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
1,049,707 | ||||
| 6 | SHARED VOTING POWER
0 (See Item 4) | |||||
| 7 | SOLE DISPOSITIVE POWER
1,049,707 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 (See Item 4) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,049,707 (See Item 4) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3% (See Item 4) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
All percentages calculated in this Schedule 13G are based upon an aggregate of 311,180,888 shares of common stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission (the “Commission”) on November 7, 2019.
| CUSIP No. 83417Q105 | 13G | Page 3 of 5 Pages |
| Item 1(a) | Name of Issuer: |
SolarWinds Corporation (the “Company”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
The Company’s principal executive offices are at 7171 Southwest Parkway, Building 400, Austin, Texas 78735.
| Item 2(a) | Name of Person Filing: |
Hermes USA Investors Venture II, LP (the “Reporting Person”)
| Item 2(b) | Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of the Reporting Person is c/o Corporation Services Company, 251 Little Falls Drive, Wilmington, Delaware 19808.
| Item 2(c) | Citizenship: |
The Reporting Person was organized under the laws of the State of Delaware.
| Item 2(d) | Title of Class of Securities: |
Common stock, par value $0.001 per share (the “Common Stock”)
| Item 2(e) | CUSIP Number: |
83417Q105
| Item 3 | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the 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). | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). | ||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) | ☐ | A 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 Rule 13d-1(b)(1)(ii)(J). | ||
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||
Not applicable.
| CUSIP No. 83417Q105 | 13G | Page 4 of 5 Pages |
| Item 4 | Ownership: |
| (a) | Amount beneficially owned: the Reporting Person owns 1,049,707 shares of Common Stock. |
The Reporting Person and certain other stockholders listed on Annex A hereto (collectively, the “Stockholders”) are parties to a Stockholders’ Agreement (the “Stockholders’ 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 Stockholders’ Agreement and the obligations and rights thereunder, the Reporting Person acknowledges and agrees that it is acting as a “group” with the other Stockholders within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based in part on information provided by or on behalf of the other Stockholders, as of December 31, 2019, such a “group” would be deemed to beneficially own an aggregate of 260,280,312 shares of Common Stock, or 83.6% of the total number of shares outstanding. The Reporting Person expressly disclaims beneficial ownership over any shares of Common Stock that it may be deemed to beneficially own solely by reason of the Stockholder Agreement. Certain other stockholders listed on Annex A attached hereto are separately making Schedule 13G filings reporting their beneficial ownership of shares of Common Stock.
| (b) | Percent of class: the Reporting Person beneficially owns 1,049,707 shares of Common Stock, or 0.3% of the total number of shares outstanding. |
All percentages calculated in this Schedule 13G are based upon an aggregate of 311,180,888 shares of common stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Commission on November 7, 2019.
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See Item 5 on the cover pages hereto. |
| (ii) | shared power to vote or to direct the vote: See Item 6 on the cover pages hereto. |
| (iii) | sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto. |
| (iv) | shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto. |
| Item 5 | Ownership of Five Percent or Less of a Class: |
Not Applicable.
| 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: |
Not Applicable.
| Item 9 | Notice of Dissolution of Group: |
Not Applicable.
| Item 10 | Certification: |
Not Applicable.
| CUSIP No. 83417Q105 | 13G | Page 5 of 5 Pages |
Annex A
List of Other Stockholders Party to the Stockholder Agreement
AlpInvest GA Co C.V.
AlpInvest Partners Co-Investments 2014 I C.V.
AlpInvest Partners Co-Investments 2014 II C.V.
AM 2014 Co C.V.
HarbourVest 2015 Global Fund L.P.
HarbourVest Global Annual Private Equity Fund L.P.
HarbourVest Partners IX Buyout Fund L.P.
HarbourVest Partners X AIF Buyout L.P.
HarbourVest Partners X Buyout Fund L.P.
Howard Hughes Medical Institute
Lexington Co-Investment Holdings III L.P.
Meranti Fund L.P.
NB—Iowa’s Public Universities LP
NB Crossroads XX—MC Holdings LP
NB Crossroads XXI—MC Holdings LP
NB PEP Holdings Limited
NB RP Co-Investment & Secondary Fund LLC
NB Sonoran Fund Limited Partnership
NB Strategic Co-Investment Partners II Holdings LP
NB Wildcats Fund LP
Neuberger Berman Insurance Fund Series of the SALI Multi-Series Fund L.P.
NPS Co-Investment (A) Fund L.P.
The Prudential Insurance Corporation of America
The Prudential Legacy Insurance Corporation of New Jersey
Silver Lake Partners IV, L.P.
Silver Lake Technology Investors IV, L.P.
Silver Lake Technology Associates IV, L.P.
SLP Aurora Co-Invest, L.P.
SMRS-TOPE LLC
TFL Trustee Company Limited as Trustee of the TFL Pension Fund
Thoma Bravo Executive Fund XI, L.P.,
Thoma Bravo Executive Fund XII, L.P.,
Thoma Bravo Executive Fund XII-A, L.P.,
Thoma Bravo Fund XI, L.P.,
Thoma Bravo Fund XI-A, L.P.,
Thoma Bravo Fund XII, L.P.,
Thoma Bravo Fund XII-A, L.P.,
Thoma Bravo Special Opportunities Fund XII, L.P.,
Thoma Bravo Special Opportunities Fund XII-A, L.P.
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.
Date: February 14, 2020
| HERMES USA INVESTORS VENTURE II, LP | ||
| By: | Hermes GPE LLP | |
| Its: | Manager | |
| By: | /s/ Simon Moss | |
| Name: | Simon Moss | |
| Title: | Authorized Signatory | |