Statement of Changes in Beneficial Ownership (4)
April 06 2021 - 5:02PM
Edgar (US Regulatory)
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
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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
*
ABRY Partners, LLC |
2. Issuer Name and Ticker or Trading Symbol
Rackspace Technology, Inc.
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RXT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ABRY PARTNERS, LLC, 888 BOYLSTON STREET, SUITE 1600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/5/2021 |
(Street)
BOSTON, MA 02199
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/5/2021 | | J(1) | | 157392 | D | $0 | 23327680 | I | See footnote (2)(3)(4)(5)(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Explanation of Responses: |
(1) | On March 5, 2021, DPH 123, LLC (the "DPH Holder") distributed, for no consideration, a total of 2,692,926 shares of Rackspace Technology, Inc.'s commonstock, par value $0.01 per share, in a distribution in kind (the "Distribution") to its members: (a) 2,535,534 to ABRY Partners VII, L.P., ABRY Partners VII Co-Investment Fund, L.P., ABRY Senior Equity III, L.P., ABRY Senior Equity III Co-Investment Fund, L.P., ABRY Advanced Securities Fund, L.P., ABRY Advanced Securities Fund II, L.P. and ABRY Investment Partnership, L.P. (collectively the "ABRY Funds") and (b) 157,392 to other members not affiliated with the ABRY Funds. |
(2) | Following the Distribution, (a) 13,535,037 of the shares reported herein are owned directly in the aggregate by the ABRY Funds, (b) 643 of the shares reported herein are owned directly by DPH Holder and (c) 9,792,000 of the shares reported herein are owned directly by ACE Investment Holdings, LLC. |
(3) | The ABRY Funds are entitled to a majority of the votes at any meeting of the board of directors of DPH Holder. The ABRY Funds are managed and/or controlled by ABRY Partners, LLC ("ABRY I") and ABRY Partners II, LLC ("ABRY II") and/or their respective affiliates. (continued in footnote 4) |
(4) | (continued from footnote 3) Royce Yudkoff, as managing member of ABRY I and sole member of certain of its affiliates, has the right to exercise investment and voting power on behalf of ABRY Senior Equity III, L.P., ABRY Senior Equity III Co-Investment Fund, L.P., ABRY Advanced Securities Fund, L.P., ABRY Advanced Securities Fund II, L.P. and ABRY Investment Partnership, L.P. Peggy Koenig and Jay Grossman, as equal members of ABRY II and of certain of its affiliates, have the right to exercise investment and voting power on behalf of ABRY Partners VII, L.P., and ABRY Partners VII Co-Investment Fund, L.P. |
(5) | The board of directors of ACE Investment Holdings, LLC consists of representatives of ABRY Partners VIII, L.P., ABRY Partners VIII Co-Investment Fund, L.P., and ABRY Investment Partnership, L.P. These investment funds are also managed and/or controlled by ABRY I and ABRY II and/or their respective affiliates. Royce Yudkoff, as managing member of ABRY I and sole member of certain of its affiliates, has the right to exercise investment and voting power on behalf of ABRY Investment Partnership, L.P. Peggy Koenig and Jay Grossman, as equal members of ABRY II and certain of its affiliates, have the right to exercise investment and voting power on behalf of ABRY Partners VIII, L.P. and ABRY Partners VIII Co-Investment Fund, L.P. |
(6) | Each of ABRY I, ABRY II, Royce Yudkoff, Peggy Koenig and Jay Grossman disclaims beneficial ownership of the shares reported herein, except to the extent of their respective pecuniary interests therein, and the inclusion of the shares reported herein in any Section 16 report by such Reporting Persons shall not be deemed to be an admission of beneficial ownership of the shares reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ABRY Partners, LLC C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON, MA 02199 |
| X |
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DPH 123, LLC C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON, MA 02199 |
| X |
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ACE Investment Holdings, LLC C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON, MA 02199 |
| X |
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ABRY PARTNERS II, LLC C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON, MA 02199 |
| X |
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YUDKOFF ROYCE C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON, MA 02199 |
| X |
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KOENIG PEGGY 888 BOYLSTON STREET BOSTON, MA 02199 |
| X |
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Grossman Jay M. C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON, MA 02199 |
| X |
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Signatures
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ABRY PARTNERS, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact | | 4/6/2021 |
**Signature of Reporting Person | Date |
DPH 123, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact | | 4/6/2021 |
**Signature of Reporting Person | Date |
ACE INVESTMENT HOLDINGS, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact | | 4/6/2021 |
**Signature of Reporting Person | Date |
ABRY PARTNERS II, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact | | 4/6/2021 |
**Signature of Reporting Person | Date |
ROYCE YUDKOFF, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact | | 4/6/2021 |
**Signature of Reporting Person | Date |
PEGGY KOENIG, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact | | 4/6/2021 |
**Signature of Reporting Person | Date |
JAY GROSSMAN, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact | | 4/6/2021 |
**Signature of Reporting Person | Date |
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