Actionable news
0
All posts from Actionable news
Actionable news in SWI: SOLARWINDS Inc,

Solarwinds: Soliciting Material Under §240.14A-12 SOLARWINDS, INC.

The following excerpt is from the company's SEC filing.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and stat e how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

SolarWinds Frequently Asked Questions

Stock Options and Restricted Stock Units

The following has been prepared to answer some frequently asked questions regarding the treatment of employee stock options (options) and restricted stock units (RSUs) assuming the announced transaction with Thoma Bravo and Silver Lake closes. All examples assume the merger consideration of $60.10 per share set forth in the merger agreement. If you have additional questions, contact Jen Alessandra, SVP, Human Resources or Jason Bliss, SVP, General Counsel.

What happens to my stock options that are not vested if we close the transaction?

All of your outstanding unvested options will accelerate in full at the time of closing. This means that all of your unvested options at that time will become vested options. You will receive a payment equal to the difference in the merger price and the applicable exercise price for each option share (subject to applicable tax withholdings).

Example 1

: Employee A has an option for 100 shares at an exercise price of $50.00 per share. Of these, 40 shares of the option are vested and 60 shares are unvested at the time of closing. Assuming the merger price in the agreement, Employee A will receive a gross payment of $1,010 (100 shares subject to the option x ($60.10 - $50.00) = $1,010). Applicable tax withholding may then apply based on each individual tax situation.

What happens to my RSUs that are not vested if we close the transaction?

Certain of your unvested RSUs will accelerate at the time of closing, and certain of your unvested RSUs may not accelerate at the time of closing. Importantly, however, you will not lose the benefit of any unvested RSUs that do not accelerate upon the closing of the transaction. Your unvested RSUs will be treated according to the date of their grant and your title as follows:

RSUs granted on or before May 15, 2015

For Senior Directors and below, all unvested RSUs will accelerate and vest at close. You will be paid an amount equal to the merger price per share for each RSU share (subject to applicable tax withholdings).

For all Vice Presidents and above, 50% of each unvested RSU grant will accelerate and vest at close. You will be paid an amount equal to the merger price per share for each RSU share that vests at closing (subject to applicable tax withholdings). The remaining 50% of each RSU grant will vest according to its original schedule and you will receive an amount equal to the merger price per share for each RSU share vesting on such date (subject to applicable tax withholdings), subject to your satisfying the original vesting conditions related to your award.

RSUs granted after May 15, 2015

All RSUs will vest according to their original schedule and you will receive an amount equal to the merger price per share for each RSU share vesting on such date (subject to applicable tax withholdings), subject to your satisfying the original vesting conditions related to your award.

Note:

If you were hired on or after May 5, 2015 and received an RSU as part of your new hire compensation package, your grant date is after May 15. Please check your Merrill Lynch benefits online account for your exact grant dates.

Example 2

: Employee B is a Director with 300 unvested RSUs granted to her on January 1, 2015. Assuming the merger price in the agreement, Employee B will receive a payment of $18,030 (300 x $60.10), subject to applicable tax withholding.

Example 3

: Employee C is a Vice President with 400 unvested RSUs granted to her on January 1, 2015, vesting in equal installments on the first four anniversaries of the date of grant. If the transaction closes, Employee C will receive a payment of $12,020 (200 x $60.10) in connection with the closing as described in the merger agreement, subject to applicable tax withholding. The remaining portion of the RSU grant will convert into the right to receive $3,005 (200 shares * $60.10 / 4 vesting events), subject to applicable tax withholdings, on each of January 1, 2016, January 1, 2017, January 1, 2018 and January 1, 2019, subject to Employee C satisfying the original vesting conditions related to Employee Cs award.

Example 4

: Employee D is a Senior Director with 400 unvested RSUs granted to her on July 1, 2015, vesting in equal installments on the first four anniversaries of...


More