Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Ream Jason
 2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2013		 3. Issuer Name and Ticker or Trading Symbol
SolarWinds, Inc. [SWI]
(Last)
(First)
(Middle)
C/O SOLARWINDS, INC., 3711 S. MOPAC EXPY., BLDG. TWO		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & CFO
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

AUSTIN, TX 78746		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 58,097 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (2) 02/24/2020 Common Stock 1,277 $ 19.49 D  
Employee Stock Option (right to buy)   (3) 01/04/2022 Common Stock 6,346 $ 28.03 D  
Employee Stock Option (right to buy)   (4) 02/06/2023 Common Stock 3,835 $ 53.39 D  
Employee Stock Option (right to buy)   (5) 09/11/2023 Common Stock 58,743 $ 39.09 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ream Jason
C/O SOLARWINDS, INC.
3711 S. MOPAC EXPY., BLDG. TWO
AUSTIN, TX 78746		       EVP & CFO  

Signatures

/s/ Bryan A. Sims, Attorney in Fact 10/02/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 53,038 restricted stock units that entitle the reporting person to receive one share of issuer's common stock per restricted stock unit subject to vesting conditions and 5,059 shares directly held by the reporting person.
(2) 1/4 of the shares vested and became exercisable on February 24, 2011 and 1/48 of the shares vest and become exercisable each month thereafter.
(3) 1/4 of the shares vested and became exercisable on January 4, 2013 and 1/48 of the shares vest and become exercisable each month thereafter.
(4) 1/4 of the shares vested and became exercisable on February 6, 2014 and 1/48 of the shares vest and become exercisable each month thereafter.
(5) 1/60th of the shares vested and became exercisable on October 11, 2013 and 1/60th of the shares vest and become exercisable each month thereafter.

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