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*
SLTA IV (GP), L.L.C.

(Last) (First) (Middle)
C/O SILVER LAKE,
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
N-able, Inc. [ NABL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/24/2023
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
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 05/24/2023 A(1) 23,636 A $0.00 173,305(2) I See footnote(2)
Common Stock 43,338,406 I Held through Silver Lake Partners IV, L.P.(3)(7)
Common Stock 712,320 I Held through Silver Lake Technology Investors IV, L.P.(4)(7)
Common Stock 17,323,318 I Held through SLP Aurora Co-Invest, L.P.(5)(7)
Common Stock 99,825 I Held through Silver Lake Technology Associates IV L.P.(6)(7)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SLTA IV (GP), L.L.C.

(Last) (First) (Middle)
C/O SILVER LAKE,
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Silver Lake Group, L.L.C.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Silver Lake Technology Associates IV, L.P.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Silver Lake Partners IV, L.P.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Silver Lake Technology Investors IV, L.P.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SLTA III (GP), L.L.C.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Silver Lake Technology Associates III, L.P.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SLP Denali Co-Invest GP, L.L.C.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SLP Aurora Co-Invest, L.P.

(Last) (First) (Middle)
C/O SILVER LAKE
2775 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Bingle Michael J

(Last) (First) (Middle)
C/O SILVER LAKE, 55 HUDSON YARDS,
55 WEST 34TH STREET, 40TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents restricted stock units awarded to each of Michael J. Bingle and Michael Widmann, directors of the Issuer and executives of Silver Lake Group, L.L.C. ("SLG") as part of the Issuer's non-employee director compensation program. The restricted stock units vest in full on the day immediately preceding the Issuer's next annual meeting of stockholders following the grant date, subject to the director's continued service through such date.
2. Represents restricted stock units described in footnote (1) above and unvested restricted stock units and shares of common stock held by Kenneth Y. Hao, Michael J. Bingle, Michael Widmann and Jason White, executives of SLG, who were awarded shares of common stock of SolarWinds Corporation ("SolarWinds"), as part of SolarWinds's non-employee director compensation policy, and as a result of the spin-off of the Issuer from SolarWinds, received shares of common stock of the Issuer. Such shares of common stock of the Issuer are held for the benefit of one or more of the Reporting Persons and/or certain of their affiliates or certain of the funds they manage ("Silver Lake"). Pursuant to Silver Lake's policies with respect to director compensation, upon the sale of these securities, the proceeds from each sale will be expected to be remitted to Silver Lake and/or its limited partners.
3. These securities are directly held by SLP IV. The general partner of SLP IV is Silver Lake Technology Associates IV, L.P. ("SLTA IV"), and the general partner of SLTA IV is SLTA IV (GP), L.L.C. ("SLTA IV GP").
4. These securities are directly held by SLTI IV. The general partner of SLTI IV is SLTA IV, and the general partner of SLTA IV is SLTA IV GP.
5. These securities are directly held by SLP Aurora. The general partner of SLP Aurora is SLP Denali Co-Invest GP, L.L.C. ("SLP Denali GP"). The managing member of SLP Denali GP is Silver Lake Technology Associates III, L.P. ("SLTA III"), and the general partner of SLTA III is SLTA III (GP), L.L.C. ("SLTA III GP").
6. These securities are directly held by Silver Lake Technology Associates IV, L.P. ("SLTA IV"), which expects at a future date to further distribute such shares to certain direct and indirect partners of SLTA IV, for the sole purpose of charitable giving.
7. SLG is the managing member of SLTA III GP and SLTA IV GP. Messrs. Michael J. Bingle and Michael Widmann serve as directors of the Issuer and are executives of SLG. Each of SLP IV, SLTI IV, SLTA IV, SLTA IV GP, SLP Aurora, SLP Denali GP, SLTA III, SLTA III GP and SLG may be deemed to be a director by deputization of the Issuer. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
Remarks:
By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. 05/26/2023
By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C. 05/26/2023
By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group L.L.C., managing member of SLTA IV (GP), L.L.C., general partner of Silver Lake Technology Associates IV, L.P. 05/26/2023
By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., GP of Silver Lake Technology Associates IV, L.P., GP of Silver Lake Partners IV, L.P. 05/26/2023
By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA IV (GP), L.L.C., GP of Silver Lake Technology Associates IV, L.P., GP of Silver Lake Technology Investors IV, L.P. 05/26/2023
By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C. 05/26/2023
By: /s/ Andrew J. Schader; Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P. 05/26/2023
By:/s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., general partner of Silver Lake Technology Associates III, L.P., managing member of SLP Denali Co-Invest GP, L.L.C. 05/26/2023
By:/s/ Andrew J. Schader, Managing Director and GC of Silver Lake Group, L.L.C., managing member of SLTA III (GP), L.L.C., GP of Silver Lake Technology Associates III, L.P., man. mem. of SLP Denali Co-Invest GP, L.L.C., GP of SLP Aurora Co-Invest, L.P. 05/26/2023
MICHAEL J. BINGLE: /s/ Michael J. Bingle 05/26/2023
** 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).
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