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 *
CAKEBREAD STEVEN
  2. Issuer Name and Ticker or Trading Symbol
SolarWinds, Inc. [SWI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(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   5,932 D $ 60.1 (1) 3,604 D  
Common Stock 02/05/2016   D   3,604 D $ 60.1 (2) 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
Stock Option (right to buy) $ 19.99 02/05/2016   D     6,681   (3) 07/30/2019 Common Stock 6,681 $ 40.11 0 D  
Stock Option (right to buy) $ 18.41 02/05/2016   D     8,969   (4) 05/21/2020 Common Stock 8,969 $ 41.69 0 D  
Stock Option (right to buy) $ 23.6 02/05/2016   D     11,221   (5) 05/19/2021 Common Stock 11,221 $ 36.5 0 D  
Stock Option (right to buy) $ 45.05 02/05/2016   D     5,579   (6) 05/17/2022 Common Stock 5,579 $ 15.05 0 D  
Stock Option (right to buy) $ 44.64 02/05/2016   D     6,109   (7) 05/09/2023 Common Stock 6,109 $ 15.46 0 D  
Stock Option (right to buy) $ 37.38 02/05/2016   D     10,706   (8) 05/15/2024 Common Stock 10,706 $ 22.72 0 D  
Stock Option (right to buy) $ 48.55 02/05/2016   D     8,816   (9) 05/14/2025 Common Stock 8,816 $ 11.55 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CAKEBREAD STEVEN
C/O SOLARWINDS, INC.
7171 SOUTHWEST PARKWAY, BUILDING 400
AUSTIN, TX 78735
  X      

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 full vesting on the earlier of the date of the issuer's 2016 annual meeting of stockholders and December 31, 2016, which units were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $60.10 per share.
(3) Represents the disposition of options, which provided for vesting of all shares subject to the option on the earlier of the issuer's 2010 annual meeting of stockholders or December 31, 2010. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $40.11 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.
(4) Represents the disposition of options, which provided for vesting of all shares subject to the option on the earlier of the issuer's 2011 annual meeting of stockholders or December 31, 2011. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $41.69 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.
(5) Represents the disposition of options, which provided for vesting of all shares subject to the option on the earlier of the issuer's 2012 annual meeting of stockholders or December 31, 2012. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $36.50 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.
(6) Represents the disposition of options, which provided for vesting of all shares subject to the option on the earlier of the issuer's 2013 annual meeting of stockholders or December 31, 2013. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $15.05 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.
(7) Represents the disposition of options, which provided for vesting of all shares subject to the option on the earlier of the issuer's 2014 annual meeting of stockholders or December 31, 2014. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $15.46 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 all shares subject to the option on the earlier of the issuer's 2015 annual meeting of stockholders or December 31, 2015. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $22.72 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 all shares subject to the option on the earlier of the issuer's 2016 annual meeting of stockholders or December 31, 2016. The options were cancelled pursuant to the Merger Agreement in exchange for a cash payment of $11.55 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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