AlpInvest Partners B.V. Form 4 SolarWinds / Partners B.V. AlpInvest ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

AlpInvest Partners B.V.

(Last)

(First)

(Middle)

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SolarWinds Corp [ SWI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks.

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/10/2020		S		289,068⁽¹⁾	D	$21.97⁽²⁾	4,959,468⁽³⁾	I	See footnote⁽⁴⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

AlpInvest Partners B.V.

(Last)

(First)

(Middle)

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AlpInvest GA B.V.

(Last)

(First)

(Middle)

C/O ALPINVEST PARTNERS B.V.

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AlpInvest GA Co C.V.

(Last)

(First)

(Middle)

C/O ALPINVEST PARTNERS B.V.

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AlpInvest Partners 2014 I B.V.

(Last)

(First)

(Middle)

C/O ALPINVEST PARTNERS B.V.

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AlpInvest Partners Co-Investments 2014 I C.V.

(Last)

(First)

(Middle)

C/O ALPINVEST PARTNERS B.V.

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Alpinvest Partners 2014 II B.V.

(Last)

(First)

(Middle)

C/O ALPINVEST PARTNERS B.V.

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AlpInvest Partners Co-Investments 2014 II C.V.

(Last)

(First)

(Middle)

C/O ALPINVEST PARTNERS B.V.

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AlpInvest Mich B.V.

(Last)

(First)

(Middle)

C/O ALPINVEST PARTNERS B.V.

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AM 2014 CO C.V.

(Last)

(First)

(Middle)

C/O ALPINVEST PARTNERS B.V.

JACHTHAVENWEG 118

(Street)

1081 KJ AMSTERDAM

(City)

(State)

(Zip)

Explanation of Responses:

1. Consists of 3,469 shares held directly by AlpInvest GA CO C.V., 239,348 shares held directly by AlpInvest Partners Co-Investments 2014 I C.V., 38,793 shares held directly by AlpInvest Partners Co-Investments 2014 II C.V., and 7,458 shares held directly by AM 2014 CO C.V.

2. On December 10, 2020, the reporting persons executed a joinder to a Stock Purchase Agreement to sell shares of common stock at a price of $21.97 per share, subject to potential adjustment under certain circumstances.

3. Consists of 59,513 shares held directly by AlpInvest GA CO C.V., 4,106,441 shares held directly by AlpInvest Partners Co-Investments 2014 I C.V., 665,560 shares held directly by AlpInvest Partners Co-Investments 2014 II C.V., and 127,954 shares held directly by AM 2014 CO C.V.

4. AlpInvest GA, B.V. is the general partner of AlpInvest GA Co C.V. AlpInvest Partners 2014 I B.V. is the general partner of AlpInvest Partners Co-Investments 2014 I C.V. AlpInvest Partners 2014 II B.V. is the general partner of AlpInvest Partners Co-Investment 2014 II C.V. AlpInvest Mich B.V. is the general partner of AM 2014 CO C.V. AlpInvest Partners B.V. is the managing director of each of AlpInvest GA B.V., AlpInvest Partners 2014 I B.V., AlpInvest Partners 2014 II B.V. and AlpInvest Mich B.V. (collectively, the "General Partners"). AlpInvest Partners B.V. may be deemed to exercise voting and dispositive power with respect to the shares held by AlpInvest GA CO C.V., AlpInvest Partners Co-Investments 2014 I C.V., AlpInvest Partners Co-Investments 2014 II C.V., and AM 2014 CO C.V. (collectively, the "Funds"). Each of AlpInvest Partners B.V. and the General Partners disclaims beneficial ownership of the shares owned by the Funds except to the extent of its pecuniary interest therein.

Remarks:

Remarks: By virtue of a stockholders' agreement entered into by the Reporting Persons in connection with the Issuer's initial public offering, the Reporting Persons may be deemed to be members of a group which holds in the aggregate more than 10% of the Issuer's stock.

	/s/ Patrick de van der Schueren	12/14/2020
	/s/ Marc Rademakers	12/14/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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AlpInvest Partners B.V. Form 4SolarWinds / Partners B.V. AlpInvest ownership change