Form 4 N-able, Inc. For: Jul 26 Filed by: Colletti Frank

July 28, 2021 9:53 PM EDT

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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 *
Colletti Frank

(Last) (First) (Middle)
301 EDGEWATER DR., SUITE 306

(Street)
WAKEFIELD MA 01880

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec VP, Worldwide Sales
3. Date of Earliest Transaction (Month/Day/Year)
07/26/2021
4. If Amendment, Date of 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
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, par value $0.001 per share 07/26/2021   A   75,706 (1) A $ 0 188,645 D  
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
Stock Option $ 0.56 07/26/2021   J (2)   1,447     (3) 04/13/2031 Common Stock 1,447.00 (4) 1,447 D  
Stock Option $ 1.60 07/26/2021   J (2)   6,581     (5) 03/20/2028 Common Stock 6,581.00 (4) 6,581 D  
Stock Option $ 0.43 07/26/2021   J (2)   658   07/26/2021 (6) 06/08/2027 Common Stock 658.00 (4) 658 D  
Stock Option $ 0.56 07/26/2021   J (2)   1,447   07/26/2021 (6) 09/26/2027 Common Stock 1,447.00 (4) 1,447 D  
Stock Option $ 0.43 07/26/2021   J (2)   329   07/26/2021 (6) 03/20/2028 Common Stock 329.00 (4) 329 D  
Stock Option $ 0.56 07/26/2021   J (2)   723   07/26/2021 (6) 03/20/2028 Common Stock 723.00 (4) 723 D  
Stock Option $ 0.43 07/26/2021   J (2)   329   07/26/2021 (6) 03/20/2028 Common Stock 329.00 (4) 329 D  
Stock Option $ 0.56 07/26/2021   J (2)   723   07/26/2021 (6) 03/20/2028 Common Stock 723.00 (4) 723 D  
Stock Option $ 0.43 07/26/2021   J (2)   460   07/26/2021 (6) 03/20/2028 Common Stock 460.00 (4) 460 D  
Stock Option $ 0.56 07/26/2021   J (2)   1,013   07/26/2021 (6) 03/20/2028 Common Stock 1,013.00 (4) 1,013 D  
Stock Option $ 0.43 07/26/2021   J (2)   460   07/26/2021 (6) 06/23/2030 Common Stock 460.00 (4) 460 D  
Stock Option $ 0.56 07/26/2021   J (2)   1,013   07/26/2021 (6) 06/23/2030 Common Stock 1,013.00 (4) 1,013 D  
Stock Option $ 0.43 07/26/2021   J (2)   197   07/26/2021 (6) 06/23/2030 Common Stock 197.00 (4) 197 D  
Stock Option $ 0.56 07/26/2021   J (2)   434   07/26/2021 (6) 06/23/2030 Common Stock 434.00 (4) 434 D  
Stock Option $ 0.43 07/26/2021   J (2)   197   07/26/2021 (6) 06/23/2030 Common Stock 197.00 (4) 197 D  
Stock Option $ 0.56 07/26/2021   J (2)   434   07/26/2021 (6) 06/23/2030 Common Stock 434.00 (4) 434 D  
Stock Option $ 0.43 07/26/2021   J (2)   2,632   07/26/2021 (6) 06/08/2027 Common Stock 2,632.00 (4) 2,632 D  
Stock Option $ 0.56 07/26/2021   J (2)   7,239     (7) 09/26/2027 Common Stock 7,239.00 (4) 7,239 D  
Explanation of Responses:
1. Reflects restricted stock units ("RSUs") of SolarWinds Corporation ("SolarWinds") assumed by Issuer in connection with the spin-off of Issuer from SolarWinds completed on July 19, 2021 (the "Spin-Off") and converted into RSUs of Issuer, with the reporting person receiving a number of Issuer RSUs equal to the number of SolarWinds RSUs multiplied by 1.3162 (rounded down to the nearest whole number of shares). The RSUs vest as follows: (a) 6,550 vest on February 1, 2022, (b) with respect to 21,059 RSUs, 10,529 vest on October 23, 2021 and 10,530 vest on October 23, 2022, (c) with respect to 22,279 RSUs, 9.09% vest each quarter over the following eleven quarters on the vesting dates of May 15, August 15, November 15 and February 15, (d) with respect to 21,605 RSUs, 10,802 vest on February 15, 2022 and 10,803 vest on February 15, 2023 and (e) 4,213 vest on February 15, 2022, in each case subject to continued service through each applicable date.
2. Represents stock option awards granted by SolarWinds that have been converted into equity awards (the "Conversion") of the Issuer in connection with the Spin-Off.
3. These stock options vest on February 15, 2022.
4. As a result of the Conversion, stock options of SolarWinds were converted into stock options to purchase a number of shares of the Issuer's common stock equal to the number of shares of SolarWinds common stock underlying the stock options multiplied by 1.3162 (rounded down to the nearest whole number of shares), at an exercise price equal to the exercise price of the stock options divided by 1.3162 (rounded up to the nearest whole cent).
5. At the time of the Conversion, 4,936 of these stock options awards were fully vested and 1,645 of these stock options vest on March 20, 2022.
6. At the time of the Conversion, these stock options were fully vested.
7. At the time of the Conversion, 4,344 of these stock options awards were fully vested, 1,447 vest on September 26, 2021 and 1,448 vest on September 26, 2022.
/s/ Peter Anastos Attorney-in-Fact for Frank Colletti 07/28/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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