N-able, Inc. — Director's Dealing 2021

Jul 21, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: N-able, Inc. (NABL)
CIK: 0001834488
Period of Report: 2021-07-19

Reporting Person: SolarWinds Corp (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-19	Common Stock, par value $0.001 per share	J	158231020	—	Disposed	0	Direct

Footnotes

F1: On July 19, 2021, due to an internal distribution of the common stock of N-able, Inc. ("N-able"), a Delaware corporation, to SolarWinds Corporation ("SolarWinds"), a Delaware corporation, by certain wholly owned subsidiaries of SolarWinds, SolarWinds became the direct owner of the 1,000 shares of common stock of N-able. This internal distribution was exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16a-13 under the Exchange Act.

F2: Pursuant to the Amended and Restated Certificate of Incorporation of N-able filed by N-able with the Secretary of the State of Delaware on July 16, 2021, on July 16, 2021, the 1,000 outstanding shares of common stock of N-able were automatically converted into an aggregate of 158,231,020 fully-paid and nonassessable shares of common stock of N-able (the "Recapitalization"). The Recapitalization was exempt pursuant to Rules 16a-9 and 16b-7 under the Exchange Act and did not result in a change in the pecuniary interest of SolarWinds in N-able.

F3: On July 19, 2021, 158,231,020 shares of common stock of N-able were distributed by SolarWinds by way of a pro rata dividend to its stockholders (the "Distribution"), which was exempt from Section 16 pursuant to Rule 16a-9 under the Exchange Act. As a result of the Distribution, SolarWinds no longer beneficially owns any shares of N-able and consequently is no longer subject to the requirements of Section 16 of the Exchange Act with respect to N-able.