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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* THOMA BRAVO UGP, LLC (Last) (First) (Middle) C/O THOMA BRAVO, L.P 150 N. RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SolarWinds Corp [ SWI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/07/2020
	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

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	12/07/2020		S		5,839,157(1)	D	$21.97(2)	100,181,291(3)	I	See footnote(4)(5)

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* THOMA BRAVO UGP, LLC (Last) (First) (Middle) C/O THOMA BRAVO, L.P 150 N. RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO PARTNERS XI, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO FUND XI, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO FUND XI-A, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO EXECUTIVE FUND XI, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO PARTNERS XII, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO FUND XII, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 150 N. RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO FUND XII-A, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO EXECUTIVE FUND XII, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 150 N. RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Thoma Bravo Executive Fund XII-a, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 150 N. RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Consists of 1,903,990 shares held directly by Thoma Bravo Fund XI, L.P. ("TB Fund XI"), 956,231 shares held directly by Thoma Bravo Fund XI-A, L.P. ("TB Fund XI-A"), 42,004 shares held directly by Thoma Bravo Executive Fund XI, L.P. ("TB Exec Fund XI"), 941,857 shares held directly by Thoma Bravo Fund XII, L.P. ("TB Fund XII"), 832,953 shares held directly by Thoma Bravo Fund XII-A, L.P. ("TB Fund XII-A"), 9,217 shares held directly by Thoma Bravo Executive Fund XII, L.P. ("TB Exec Fund XII"), 8,190 shares held directly by Thoma Bravo Executive Fund XII-A, L.P. ("TB Exec Fund XII-A"), 770,611 shares held directly by Thoma Bravo Special Opportunities Fund II, L.P. ("TB SOF II") and 374,104 shares held directly by Thoma Bravo Special Opportunities Fund II-A, L.P. ("TB SOF II-A").

2. On December 7, 2020, each of the foregoing reporting persons entered in a Stock Purchase Agreement to sell shares of common stock at a price of $21.97 per share, subject to potential adjustment under certain circumstances.

3. Consists of 32,666,403 shares held directly by TB Fund XI, 16,405,874 shares held directly by TB Fund XI-A, 720,652 shares held directly by TB Exec Fund XI, 16,159,250 shares held directly by TB Fund XII, 14,290,803 shares held directly by TB Fund XII-A, 158,141 shares held directly by TB Exec Fund XII, 140,521 shares held directly by TB Exec Fund XII-A, 13,221,214 shares held directly by TB SOF II and 6,418,433 shares held directly by TB SOF II-A.

4. Thoma Bravo Partners XI, L.P. ("TB Partners XI") is the general partner of each of TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB SOF II and TB SOF II-A. Thoma Bravo Partners XII, L.P. ("TB Partners XII") is the general partner of each of TB Fund XII, TB Fund XII-A, TB Exec Fund XII and TB Exec Fund XII-A. Thoma Bravo UGP, LLC ("TB UGP") is the ultimate managing member of each of TB Partners XI and TB Partners XII. By virtue of the relationships described in this footnote, TB UGP may be deemed to exercise voting and dispositive power with respect to the shares held by TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB Fund XII, TB Fund XII-A, TB Exec Fund XII, TB Exec Fund XII-A, TB SOF II and TB SOF II-A.

5. (Continued from footnote 4) Each of TB Partners XI, TB Partners XII and TB UGP disclaims beneficial ownership of the shares owned by TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB Fund XII, TB Fund XII-A, TB Exec Fund XII, TB Exec Fund XII-A, TB SOF II and TB SOF II-A except to the extent of its pecuniary interest therein.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, TB SOF II and TB SOF II-A have filed a separate Form 4. The holdings of such entities are also reported on this Form 4.

	Thoma Bravo UGP, LLC by /s/ Bradley Reed, Attorney-in-Fact	12/09/2020
	Thoma Bravo Partners XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact	12/09/2020
	Thoma Bravo Fund XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact	12/09/2020
	Thoma Bravo Fund XI-A, L.P. by /s/ Bradley Reed, Attorney-in-Fact	12/09/2020
	Thoma Bravo Executive Fund XI, L.P. by /s/ Bradley Reed, Attorney-in-Fact	12/09/2020
	Thoma Bravo Partners XII, L.P. by /s/ Bradley Reed, Attorney-in-Fact	12/09/2020
	Thoma Bravo Fund XII, L.P. by /s/ Bradley Reed, Attorney-in-Fact	12/09/2020
	Thoma Bravo Fund XII-A, L.P. by /s/ Bradley Reed, Attorney-in-Fact	12/09/2020
	Thoma Bravo Executive Fund XII, L.P. by /s/ Bradley Reed, Attorney-in-Fact	12/09/2020
	Thoma Bravo Executive Fund XII-A, L.P. by /s/ Bradley Reed, Attorney-in-Fact	12/09/2020
	** Signature of Reporting Person	Date
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