SEC Form SC 13G/A filed by SolarWinds Corporation (Amendment)

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 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

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Schedule 13G

CUSIP No. 83417Q204

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Schedule 13G

CUSIP No. 83417Q204

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Schedule 13G

CUSIP No. 83417Q204

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Schedule 13G

CUSIP No. 83417Q204

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Schedule 13G

CUSIP No. 83417Q204

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Schedule 13G

CUSIP No. 83417Q204

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Schedule 13G

CUSIP No. 83417Q204

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Schedule 13G

CUSIP No. 83417Q204

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Item 1(a). Name of Issuer:

SolarWinds Corporation

Item 1(b). Address of Issuer’s 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):

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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 Issuer’s Common Stock, representing approximately 38.6% of the issued and outstanding shares of the Issuer’s 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 Issuer’s 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 Issuer’s 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 director’s 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.

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(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.

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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