Sec Form 4 Filing - THOMA BRAVO UGP, LLC @ SolarWinds Corp - 2025-04-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
THOMA BRAVO UGP, LLC
2. Issuer Name and Ticker or Trading Symbol
SolarWinds Corp [ SWI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O THOMA BRAVO, L.P., 110 N. WACKER DRIVE, 32ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/16/2025
(Street)
CHICAGO, IL60606
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/16/2025 J( 1 ) 50,090,648 ( 2 ) ( 3 ) D $ 18.5 0 I See Footnotes ( 4 ) ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
THOMA BRAVO UGP, LLC
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
THOMA BRAVO PARTNERS XI, L.P.
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
THOMA BRAVO FUND XI, L.P.
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
THOMA BRAVO FUND XI-A, L.P.
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
THOMA BRAVO EXECUTIVE FUND XI, L.P.
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
THOMA BRAVO PARTNERS XII, L.P.
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
THOMA BRAVO FUND XII, L.P.
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
THOMA BRAVO FUND XII-A, L.P.
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
THOMA BRAVO EXECUTIVE FUND XII, L.P.
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
Thoma Bravo Executive Fund XII-a, L.P.
C/O THOMA BRAVO, L.P.
110 N. WACKER DRIVE, 32ND FLOOR
CHICAGO, IL60606
X
Signatures
/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC 04/17/2025
Signature of Reporting Person Date
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XI, L.P. 04/17/2025
Signature of Reporting Person Date
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XI, L.P., the General Partner of Thoma Bravo Fund XI, L.P. 04/17/2025
Signature of Reporting Person Date
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XI, L.P., the General Partner of Thoma Bravo Fund XI-A, L.P. 04/17/2025
Signature of Reporting Person Date
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XI, L.P., the General Partner of Thoma Bravo Executive Fund XI, L.P. 04/17/2025
Signature of Reporting Person Date
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XII, L.P. 04/17/2025
Signature of Reporting Person Date
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XII, L.P., the General Partner of Thoma Bravo Fund XII, L.P. 04/17/2025
Signature of Reporting Person Date
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XII, L.P., the General Partner of Thoma Bravo Fund XII-A, L.P. 04/17/2025
Signature of Reporting Person Date
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XII, L.P., the General Partner of Thoma Bravo Executive Fund XII, L.P. 04/17/2025
Signature of Reporting Person Date
/s/ Seth Boro, Managing Partner of Thoma Bravo Partners XII, L.P., the General Partner of Thoma Bravo Executive Fund XII-a, L.P. 04/17/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger 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 each issued and outstanding share of the Issuer's Common Stock, par value $0.001 per share, owned by the Reporting Persons was cancelled and converted into the right to receive $18.50 per share in cash without interest thereon.
( 2 )Consists of 16,333,202 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"), 7,145,402 shares held directly by Thoma Bravo Fund XII-A, L.P. ("TB Fund XII-A"), 79,071 shares held directly by Thoma Bravo Executive Fund XII, L.P. ("TB Exec Fund XII"), 70,261 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 3,209,217 shares held directly by Thoma Bravo Special Opportunities Fund II-A, L.P. ("TB SOF II-A").
( 3 )The number of securities disposed has been adjusted to reflect the 1-for-2 reverse stock split effected by the Issuer on July 30, 2021.
( 4 )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 UGP") is the ultimate managing member of each of TB Partners XI and TB Partners XII. By virtue of the relationships described in this footnote, TB UGP 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 Exec Fund XII-A, TB SOF II and TB SOF II-A.
( 5 )(Continued from footnote 4) Each of TB Partners XI, TB Partners XII and TB UGP 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:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, TB SOF II and TB SOF II-A have filed a separate Form 4. The holdings of such entities are also reported on this Form 4.

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