SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* THOMA BRAVO UGP, LLC (Last) (First) (Middle) C/O THOMA BRAVO, L.P 150 N. RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/19/2021	3. Issuer Name and Ticker or Trading Symbol N-able, Inc. [ NABL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	50,090,643	I(1)(2)(3)	See footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* THOMA BRAVO UGP, LLC (Last) (First) (Middle) C/O THOMA BRAVO, L.P 150 N. RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO PARTNERS XI, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO FUND XI, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO FUND X-A, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO EXECUTIVE FUND XI, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO PARTNERS XII, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO FUND XII, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 150 N. RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO FUND XII-A, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 150 NORTH RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMA BRAVO EXECUTIVE FUND XII, L.P. (Last) (First) (Middle) C/O THOMA BRAVO, L.P. 150 N. RIVERSIDE PLAZA, SUITE 2800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Consists of 16,333,201 shares held directly by Thoma Bravo Fund XI, L.P. ("TB Fund XI"), 8,202,937 shares held directly by Thoma Bravo Fund XI-A, L.P. ("TB Fund XI-A"), 360,326 shares held directly by Thoma Bravo Executive Fund XI, L.P. ("TB Exec Fund XI"), 8,079,625 shares held directly by Thoma Bravo Fund XII, L.P. ("TB Fund XII"), 7,145,401 shares held directly by Thoma Bravo Fund XII-A, L.P. ("TB Fund XII-A"), 79,070 shares held directly by Thoma Bravo Executive Fund XII, L.P. ("TB Exec Fund XII"), 70,260 shares held directly by Thoma Bravo Executive Fund XII-A, L.P. ("TB Exec Fund XII-A"), 6,610,607 shares held directly by Thoma Bravo Special Opportunities Fund II, L.P. ("TB SOF II") and 3,209,216 shares held directly by Thoma Bravo Special Opportunities Fund II-A, L.P. ("TB SOF II-A").

2. Thoma Bravo Partners XI, L.P. ("TB Partners XI") is the general partner of each of TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB SOF II and TB SOF II-A. Thoma Bravo Partners XII, L.P. ("TB Partners XII") is the general partner of each of TB Fund XII, TB Fund XII-A, TB Exec Fund XII and TB Exec Fund XII-A. Thoma Bravo UGP, LLC ("TB, LLC") is the managing member of the general partner of each of TB Partners XI and TB Partners XII.

3. (Continued from footnote 2) By virtue of the relationships described in this footnote, TB, LLC may be deemed to exercise voting and dispositive power with respect to the shares held by TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB Fund XII, TB Fund XII-A, TB Exec Fund XII, TB SOF II and TB SOF II-A. Each of TB Partners XI, TB Partners XII and TB, LLC disclaims beneficial ownership of the shares owned by TB Fund XI, TB Fund XI-A, TB Exec Fund XI, TB Fund XII, TB Fund XII-A, TB Exec Fund XII, TB Exec Fund XII-A, TB SOF II and TB SOF II-A except to the extent of its pecuniary interest therein.

Remarks:

Power of Attorney attached as Exhibit 24.1. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, TB SOF II and TB SOF II-A have filed a separate Form 3. The holdings of such entities are also reported on this Form 3. Form 1 of 2.

	/s/ Seth Boro, Managing Member of Thoma Bravo UGP, LLC	07/29/2021
	/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo Partners XI, L.P.	07/29/2021
	/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo UGP XI, LLC of the General Partner of Thoma Bravo Fund XI, L.P.	07/29/2021
	/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo UGP XI, LLC of the General Partner of Thoma Bravo Fund XI-A, L.P.	07/29/2021
	/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo UGP XI, LLC of the General Partner of Thoma Bravo Executive Fund XI, L.P.	07/29/2021
	/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of Thoma Bravo UGP, LLC, the General Partner of Thoma Bravo Partners XII, L.P.	07/29/2021
	/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of Thoma Bravo UGP, LLC, the General Partner of Thoma Bravo Partners XI, L.P.	07/29/2021
	/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo UGP XII, LLC of the General Partner of Thoma Bravo Fund XII, L.P.	07/29/2021
	/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo UGP XII, LLC of the General Partner of Thoma Bravo Fund XII-A, L.P.	07/29/2021
	/s/ Seth Boro, Managing Partner of Thoma Bravo UGP, LLC, the Managing Member of the General Partner of Thoma Bravo UGP XII, LLC of the General Partner of Thoma Bravo Executive Fund XII, L.P.	07/29/2021
	** Signature of Reporting Person	Date
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