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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 19.99 | 02/05/2016 | D | 6,681 | (3) | 07/30/2019 | Common Stock | 6,681 | $ 40.11 | 0 | D | ||||
| Stock Option (right to buy) | $ 18.41 | 02/05/2016 | D | 8,969 | (4) | 05/21/2020 | Common Stock | 8,969 | $ 41.69 | 0 | D | ||||
| Stock Option (right to buy) | $ 23.6 | 02/05/2016 | D | 11,221 | (5) | 05/19/2021 | Common Stock | 11,221 | $ 36.5 | 0 | D | ||||
| Stock Option (right to buy) | $ 45.05 | 02/05/2016 | D | 5,579 | (6) | 05/17/2022 | Common Stock | 5,579 | $ 15.05 | 0 | D | ||||
| Stock Option (right to buy) | $ 44.64 | 02/05/2016 | D | 6,109 | (7) | 05/09/2023 | Common Stock | 6,109 | $ 15.46 | 0 | D | ||||
| Stock Option (right to buy) | $ 37.38 | 02/05/2016 | D | 10,706 | (8) | 05/15/2024 | Common Stock | 10,706 | $ 22.72 | 0 | D | ||||
| Stock Option (right to buy) | $ 48.55 | 02/05/2016 | D | 8,816 | (9) | 05/14/2025 | Common Stock | 8,816 | $ 11.55 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CAKEBREAD STEVEN C/O SOLARWINDS, INC. 7171 SOUTHWEST PARKWAY, BUILDING 400 AUSTIN, TX 78735 |
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| /s/ Jason W. Bliss, Attorney-in-Fact | 02/09/2016 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Disposed of pursuant to the Agreement and Plan of Merger between and among SolarWinds, Inc., Project Aurora Holdings, LLC and Project Aurora Merger Corp. (the "Merger Agreement") in exchange for a cash payment of $60.10 per share. |
| (2) | Represents the disposition of restricted stock units, which provided for full vesting on the earlier of the date of the issuer's 2016 annual meeting of stockholders and December 31, 2016, which units were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $60.10 per share. |
| (3) | Represents the disposition of options, which provided for vesting of all shares subject to the option on the earlier of the issuer's 2010 annual meeting of stockholders or December 31, 2010. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $40.11 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. |
| (4) | Represents the disposition of options, which provided for vesting of all shares subject to the option on the earlier of the issuer's 2011 annual meeting of stockholders or December 31, 2011. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $41.69 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. |
| (5) | Represents the disposition of options, which provided for vesting of all shares subject to the option on the earlier of the issuer's 2012 annual meeting of stockholders or December 31, 2012. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $36.50 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. |
| (6) | Represents the disposition of options, which provided for vesting of all shares subject to the option on the earlier of the issuer's 2013 annual meeting of stockholders or December 31, 2013. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $15.05 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. |
| (7) | Represents the disposition of options, which provided for vesting of all shares subject to the option on the earlier of the issuer's 2014 annual meeting of stockholders or December 31, 2014. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $15.46 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. |
| (8) | Represents the disposition of options, which provided for vesting of all shares subject to the option on the earlier of the issuer's 2015 annual meeting of stockholders or December 31, 2015. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $22.72 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. |
| (9) | Represents the disposition of options, which provided for vesting of all shares subject to the option on the earlier of the issuer's 2016 annual meeting of stockholders or December 31, 2016. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $11.55 per share subject to the option. This per share price represents the difference between the applicable exercise price of the option and the per share merger consideration of $60.10. |