Ownership Submission
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 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 *
HIBBERD DOUGLAS G
  2. Issuer Name and Ticker or Trading Symbol
SolarWinds, Inc. [SWI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Pres. Bus.Operations
(Last)
(First)
(Middle)
C/O SOLARWINDS, INC., 7171 SOUTHWEST PARKWAY, BUILDING 400
3. Date of Earliest Transaction (Month/Day/Year)
02/05/2016
(Street)

AUSTIN, TX 78735
4. If Amendment, Date Original Filed(Month/Day/Year)
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 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)
Code V Amount (A) or (D) Price
Common Stock 02/05/2016   D   8,951 D $ 60.1 (1) 59,785 D  
Common Stock 02/05/2016   D   12,501 D $ 60.1 (2) 47,284 D  
Common Stock 02/05/2016   D   6,246 D $ 60.1 (3) 41,038 D  
Common Stock 02/05/2016   D   1,190 D $ 60.1 (4) 39,848 D  
Common Stock 02/05/2016   D   23,400 D $ 60.1 (5) 16,448 D  
Common Stock 02/05/2016   D   16,448 D $ 60.1 (6) 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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
Employee Stock Option (right to buy) $ 4.3467 02/05/2016   D     9,712   (7) 11/14/2017 Common Stock 9,712 $ 55.7533 0 D  
Employee Stock Option (right to buy) $ 18.87 02/05/2016   D     676   (8) 02/25/2020 Common Stock 676 $ 41.23 0 D  
Employee Stock Option (right to buy) $ 20.06 02/05/2016   D     4,406   (9) 01/04/2021 Common Stock 4,406 $ 40.04 0 D  
Employee Stock Option (right to buy) $ 28.03 02/05/2016   D     40,763   (10) 01/04/2022 Common Stock 40,763 $ 32.07 0 D  
Employee Stock Option (right to buy) $ 53.39 02/05/2016   D     26,336   (11) 02/06/2023 Common Stock 26,336 $ 6.71 0 D  
Employee Stock Option (right to buy) $ 53.39 02/05/2016   D     13,152   (12) 02/06/2023 Common Stock 13,152 $ 6.71 0 D  
Employee Stock Option (right to buy) $ 42.46 02/05/2016   D     66,110 (13)   (13) 02/06/2024 Common Stock 66,110 $ 17.64 0 D  
Employee Stock Option (right to buy) $ 48.72 02/05/2016   D     51,290   (14) 02/03/2025 Common Stock 51,290 $ 11.38 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HIBBERD DOUGLAS G
C/O SOLARWINDS, INC.
7171 SOUTHWEST PARKWAY, BUILDING 400
AUSTIN, TX 78735
      EVP, Pres. Bus.Operations  

Signatures

 /s/ Jason W. Bliss, Attorney in Fact   02/09/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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 vesting in five equal annual installments beginning January 4, 2013, which units were cancelled pursuant to the Merger Agreement in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly is practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied.
(3) Represents the disposition of restricted stock units, which provided for vesting in four equal annual installments beginning February 6, 2014, which units were cancelled pursuant to the Merger Agreement in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly is practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied.
(4) Represents the disposition of restricted stock units, which provided for vesting in five equal annual installments beginning February 6, 2014, which units were cancelled pursuant to the Merger Agreement in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly is practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied.
(5) Represents the disposition of restricted stock units, which provided for vesting in four equal annual installments beginning February 6, 2015, which units were cancelled pursuant to the Merger Agreement in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly is practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied.
(6) Represents the disposition of restricted stock units, which provided for vesting in four equal annual installments beginning February 3, 2016, which units were cancelled pursuant to the Merger Agreement in exchange for (i) a cash payment equal to the product of $60.10 per share and 50% of the number of shares subject to the cancelled restricted stock units to be paid as promptly is practicable following the closing of the merger and (ii) a contingent right to receive a cash payment of $60.10 per share subject to the satisfaction of the original vesting conditions applicable to the remaining cancelled restricted stock units as promptly as practicable following the dates on which the vesting conditions are satisfied.
(7) Represents the disposition of options, which provided for vesting of 1/4th of the shares subject to the option on November 14, 2008 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $55.7533 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 1/4th of the shares subject to the option on February 25, 2011 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $41.23 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 1/4th of the shares subject to the option on January 4, 2012 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $40.04 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.
(10) Represents the disposition of options, which provided for vesting of 1/60th of the shares subject to the option on February 4, 2012 and each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $32.07 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.
(11) Represents the disposition of options, which provided for vesting of 1/48th of the shares subject to the option on March 6, 2013 and each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $6.71 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.
(12) Represents the disposition of options, which provided for vesting of 1/60th of the shares subject to the option on March 6, 2013 and each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $6.71 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.
(13) Represents the disposition of options, which provided for vesting of 1/4th of the shares subject to the option on February 6, 2015 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $17.64 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.
(14) Represents the disposition of options, which provided for vesting of 1/4th of the shares subject to the option on February 3, 2016 and 1/48th each month thereafter. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $11.38 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.

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