SEC Form SC 13D/A filed by N-able Inc. (Amendment)

N-able, Inc.

(Name of Issuer)

Common stock, par value $0.001

(Title of Class of Securities)

62878D100

(CUSIP Number)

Michael Thorne, Esq.

AlpInvest US Holdings, LLC

One Vanderbilt Ave, Suite 3400

New York, N.Y. 10171

Telephone: (212) 332-6240

 

with a copy to:

 

Adam J. Dobson, Esq.

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

Telephone: (617) 951-7147

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 13, 2021

(Date of Event which Requires Filing of this Statement)

*

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  1 

NAMES OF REPORTING PERSON

 

AlpInvest GA B.V.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  [X]        (b) [   ]

 

  3

SEC USE ONLY

 

 

  4

SOURCE OF FUNDS (See Instructions)

 

OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   [   ]

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

29,756 (See Item 4)

 

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

29,756 (See Item 4)

  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

29,756 (See Item 4)

  12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  [   ] 

 

  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0% (See Item 4)

  14

TYPE OF REPORTING PERSON (See Instructions)

 

CO

  1 

NAMES OF REPORTING PERSON

 

AlpInvest GA Co C.V.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  [X]        (b)  [   ]

 

  3

SEC USE ONLY

 

 

  4

SOURCE OF FUNDS (See Instructions)

 

OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   [   ]

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

29,756 (See Item 4)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

29,756 (See Item 4)

  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

29,756 (See Item 4)

  12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   [   ]

 

  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0% (See Item 4)

  14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

  1 

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 

AlpInvest Partners 2014 I B.V.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  [X]        (b)  [   ]

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS (See Instructions)

 

OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)  [   ]

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

2,053,220 (See Item 4)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

2,053,220 (See Item 4)

  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,053,220 (See Item 4)

  12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   [   ]

 

  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.1% (See Item 4)

  14

TYPE OF REPORTING PERSON (See Instructions)

 

CO

  1 

NAMES OF REPORTING PERSON

 

AlpInvest Partners Co-Investments 2014 I C.V.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  [X]        (b)  [   ]

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS (See Instructions)

 

OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)  [   ]

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

NUMBER OFSHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

2,053,220 (See Item 4)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

2,053,220 (See Item 4)

  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,053,220 (See Item 4)

  12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  [   ]

 

  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.1% (See Item 4)

  14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

  1 

NAMES OF REPORTING PERSON

 

AlpInvest Partners 2014 II B.V.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  [X]        (b)  [   ]

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS (See Instructions)

 

OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   [   ]

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

332,780 (See Item 4)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

332,780 (See Item 4)

  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

332,780 (See Item 4)

  12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   [   ]

 

  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2% (See Item 4)

  14

TYPE OF REPORTING PERSON (See Instructions)

 

CO

  1 

NAMES OF REPORTING PERSON

 

AlpInvest Partners Co-Investments 2014 II C.V.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  [X]        (b)  [   ]

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS (See Instructions)

 

OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   [   ]

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

332,780 (See Item 4)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

332,780 (See Item 4)

  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

332,780 (See Item 4)

  12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   [   ]

 

  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.2% (See Item 4)

  14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

  1 

NAMES OF REPORTING PERSON

 

AlpInvest Mich B.V.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  [X]       (b)  [   ]

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS (See Instructions)

 

OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   [   ]

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

63,977 (See Item 4)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

63,977 (See Item 4)

  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,977 (See Item 4)

  12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   [   ]

 

  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0% (See Item 4)

  14

TYPE OF REPORTING PERSON (See Instructions)

 

CO

  1 

NAMES OF REPORTING PERSON

 

AM 2014 Co C.V.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  [X]        (b)  [   ]

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS (See Instructions)

 

OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   [   ]

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

63,977 (See Item 4)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

63,977 (See Item 4)

  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,977 (See Item 4)

  12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   [   ]

  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.0% (See Item 4)

  14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

  1 

NAMES OF REPORTING PERSON

 

AlpInvest Partners B.V.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  [X]        (b)  [   ]

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS (See Instructions)

 

OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   [   ]

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Netherlands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

2,479,735 (See Item 4)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

2,479,735 (See Item 4)

  11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,479,735 (See Item 4)

  12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   [   ]

 

  13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.3% (See Item 4)

  14

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 Item 4

Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

 

The information set forth or incorporated by reference in Item 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.

Item 5

Interest in Securities of the Issuer

Items 5(a), 5(b) and 5(e) of the Original Schedule 13D are hereby amended and supplemented as follows:

The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Item 6 is incorporated by reference in its entirety into this Item 5.

 

(a) – (b) In the aggregate, the Reporting Persons beneficially own 2,479,735 shares of Common Stock, or 1.3% of the Common Stock outstanding.

 

Calculations of beneficial ownership are based on 178,972,178 shares of Common Stock of the Issuer reported outstanding in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021.

The Reporting Persons, certain affiliates of Silver Lake Group, L.L.C. (“Silver Lake”) and certain affiliates of Thoma Bravo, LP (“Thoma Bravo”) and certain co-investors of Thoma Bravo (collectively, the “Stockholders”) were parties to the Stockholders’ Agreement described in Item 6 of the Original Schedule 13D (the “Stockholders’ Agreement”), which contains, among other things, certain provisions relating to transfer of, and coordination of the voting of, securities of the Issuer by the parties thereto. As a result of the amendment to the Stockholders’ Agreement described in Item 6, the Reporting Persons are no longer acting as a “group” with the other Stockholders within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

(e) The Reporting Persons ceased to be part of a “group” owning more than five percent of the Common Stock on December 13, 2021.

Item 6

Contracts, Arrangements, Understandings and Relationships with Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby amended by inserting the following as a new paragraph at the end of Item 6:

First Amendment to the Amended and Restated Stockholders’ Agreement

On December 13, 2021, the Company, certain of Sponsors executed an amendment to the Stockholders’ Agreement (the “Amendment”) in order to remove the TB Co-Investors (as defined in the Stockholders’ Agreement) as parties to such agreement. As a result, the TB Co-Investors will no longer have any rights or obligations thereunder, subject to Section 6.3 of the Stockholders’ Agreement. The Amendment also amends the Stockholders’ Agreement to provide that with respect to certain required stock ownership thresholds applicable to the rights of the Sponsors pursuant to the Stockholders’ Agreement, including the right to nominate persons for election to the Company’s board of directors, the determination of whether the Sponsors satisfy such thresholds will be based on the stock ownership of the Sponsors relative to the Company’s then-current outstanding shares of common stock rather than the number of shares of common stock outstanding immediately following the distribution of shares of Common Stock by SolarWinds Corporation (“SolarWinds”) to holders of SolarWinds common stock as of July 12, 2021.

The foregoing description of the Amendment does not purport to be complete and is qualified in their entirety by reference to the full text of such agreement, which is filed as an exhibit to this Schedule 13D and is incorporated herein by reference.

Item 7

Material to be Filed as Exhibits

Exhibit 1

Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act  (incorporated herein by reference to Exhibit 1 of the Schedule 13D filed by the Reporting Persons on July 29, 2021).

 

Exhibit 2

Stockholders’ Agreement dated as of July 19, 2021, by and among N-able, Inc. and the stockholders' named therein (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 20, 2021).

 

Exhibit 3

First Amendment to the Amended and Restated Stockholders’ Agreement dated as of December 13, 2021, by and among N-able, Inc. and the stockholders’ named therein (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on December 15, 2021).
 

Exhibit 4

Registration Rights Agreement, dated as of July 19, 2021, by and among N-able, Inc. and the stockholders’ named therein (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 20, 2021).

ALPINVEST GA B.V.

By:

AlpInvest Partners B.V.

Its:

Managing Director

By:

/s/ Patrick de van der Schueren

Name:

Patrick de van der Schueren

Title:

Authorized Signatory

By:

/s/ Joeri de Groot

Name:

Joeri de Groot

Title:

Authorized Signatory

ALPINVEST GA CO C.V.

By:

AlpInvest GA B.V.

Its:

General Partner

By:

AlpInvest Partners B.V.

Its:

Managing Director

By:

/s/ Patrick de van der Schueren

Name:

Patrick de van der Schueren

Title:

Authorized Signatory

By:

/s/ Joeri de Groot

Name:

Joeri de Groot

Title:

Authorized Signatory

ALPINVEST PARTNERS 2014 I B.V.

By:

AlpInvest Partners B.V.

Its:

Managing Director

By:

/s/ Patrick de van der Schueren

Name:

Patrick de van der Schueren

Title:

Authorized Signatory

By:

/s/ Joeri de Groot

Name:

Joeri de Groot

Title:

Authorized Signatory

ALPINVEST PARTNERS CO-INVESTMENTS 2014 I C.V.

By:

AlpInvest Partners 2014 I B.V.

Its:

General Partner

By:

AlpInvest Partners B.V.

Its:

Managing Director

By:

/s/ Patrick de van der Schueren

Name:

Patrick de van der Schueren

Title:

Authorized Signatory

By:

/s/ Joeri de Groot

Name:

Joeri de Groot

Title:

Authorized Signatory

ALPINVEST PARTNERS 2014 II B.V.

By:

AlpInvest Partners B.V.

Its:

Managing Director

By:

/s/ Patrick de van der Schueren

Name:

Patrick de van der Schueren

Title:

Authorized Signatory

By:

/s/ Joeri de Groot

Name:

Joeri de Groot

Title:

Authorized Signatory

ALPINVEST PARTNERS CO-INVESTMENTS 2014 II C.V.

By:

AlpInvest Partners 2014 II B.V.

Its:

General Partner

By:

AlpInvest Partners B.V.

Its:

Managing Director

By:

/s/ Patrick de van der Schueren

Name:

Patrick de van der Schueren

Title:

Authorized Signatory

By:

/s/ Joeri de Groot

Name:

Joeri de Groot

Title:

Authorized Signatory

ALPINVEST MICH B.V.

By:

AlpInvest Partners B.V.

Its:

Managing Director

By:

/s/ Patrick de van der Schueren

Name:

Patrick de van der Schueren

Title:

Authorized Signatory

By:

/s/ Joeri de Groot

Name:

Joeri de Groot

Title:

Authorized Signatory

AM 2014 CO C.V.

By:

AlpInvest Mich B.V.

Its:

General Partner

By:

AlpInvest Partners B.V.

Its:

Managing Director

By:

/s/ Patrick de van der Schueren

Name:

Patrick de van der Schueren

Title:

Authorized Signatory

By:

/s/ Joeri de Groot

Name:

Joeri de Groot

Title:

Authorized Signatory

ALPINVEST PARTNERS B.V.

By:

/s/ Patrick de van der Schueren

Name:

Patrick de van der Schueren

Title:

Authorized Signatory

By:

/s/ Joeri de Groot

Name:

Joeri de Groot

Title:

Authorized Signatory