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 *
SIMS BRYAN ALLEN
   2. Issuer Name and Ticker or Trading Symbol
SolarWinds, Inc. [SWI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, General Csl & Secretary
(Last)
(First)
(Middle)
C/O SOLARWINDS, INC., 3711 S. MOPAC EXPY., BUILDING TWO		 3. Date of Earliest Transaction (Month/Day/Year)
01/03/2012
(Street)

AUSTIN, TX 78746		 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 01/03/2012   M   56,773 A $ 4.06 93,623 D  
Common Stock 01/03/2012   M   20,000 A $ 4.3467 113,623 D  
Common Stock 01/03/2012   S   20,000 (1) D $ 28.5278 (2) 93,623 D  
Common Stock 01/04/2012   A   6,786 (3) A $ 0 100,409 D  
Common Stock 01/04/2012   F   522 (4) D $ 28.03 99,887 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
Employee Stock Option (right to buy) $ 4.06 01/03/2012   M     56,773   (5) 04/26/2017 Common Stock 56,773 $ 0 0 D  
Employee Stock Option (right to buy) $ 4.3467 01/03/2012   M     20,000   (6) 10/25/2017 Common Stock 20,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 28.03 01/04/2012   A   15,273     (7) 01/04/2022 Common Stock 15,273 $ 0 15,273 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SIMS BRYAN ALLEN
C/O SOLARWINDS, INC.
3711 S. MOPAC EXPY., BUILDING TWO
AUSTIN, TX 78746		       SVP, General Csl & Secretary  

Signatures

 /s/ Bryan A. Sims   01/05/2012
**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) Shares sold pursuant to a 10b5-1 Trading Plan.
(2) This transaction was executed in multiple trades at prices ranging from $28.29 to $28.79, inclusive. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold and each separate price within the ranges set forth in this footnote.
(3) Represents the grant of restricted stock units that will entitle the reporting person to receive one share of issuer's common stock per restricted stock unit. The restricted stock units vest in five equal annual installments beginning January 4, 2013. In the event of the termination of the reporting person as a service provider, the reporting person's right to acquire the balance of the restricted stock units that have not vested as of the time of termination as a service provider shall immediately terminate.
(4) Represents the number of shares withheld to satisfy the reporting person's tax obligations in connection with the vesting of restricted stock units.
(5) 1/4th of the shares vested and became exercisable on March 29, 2008 and 1/48th vested and became exercisable each month thereafter.
(6) 1/4th of the shares vested and became exercisable on October 25, 2008 and 1/48th vest and become exercisable each month thereafter.
(7) 1/60th of the shares shall vest and become exercisable on February 4, 2012 and each month thereafter.

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