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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

(Amendment No. 3)*

 

Under the Securities Exchange Act of 1934

 

Rackspace Technology, Inc.

(Name of Issuer)
 

Common stock, par value $0.01 per share

(Title of Class of Securities)
 

750102105

(CUSIP Number)
 
December 31, 2023
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

CUSIP No. 750102105  

 

1  Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AP Inception Co-Invest ML Borrower, L.P.
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) ¨
(b) ¨
3  SEC USE ONLY
 
4  CITIZENship or place of organization
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:		 5  sole voting power  
0 shares  
6  shared voting power  
69,609,000  
7  sole dispositive power  
0 shares  
8  shared dispositive power  
69,609,000 shares  
9  aggregate amount beneficially owned by each reporting person
69,609,000 shares
10  check box if the aggregate amount in row (9) excludes certain shares (See Instructions)            x
11  percent of class represented by amount in row (9)
32.2%
12  type of reporting person (See Instructions)
PN
           

 

2

 

 

CUSIP No. 750102105  

  

1  Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

AP Inception ML Borrower, L.P.

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) ¨
(b) ¨
3  SEC USE ONLY
 
4  CITIZENship or place of organization
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:		 5  sole voting power  
0 shares  
6  shared voting power  
60,000,000 shares  
7  sole dispositive power  
0 shares  
8  shared dispositive power  
60,000,000 shares  
9  aggregate amount beneficially owned by each reporting person
60,000,000 shares
10  check box if the aggregate amount in row (9) excludes certain shares (See Instructions)             x
11  percent of class represented by amount in row (9)
27.7%
12  type of reporting person (See Instructions)
PN
           

 

3

 

 

CUSIP No. 750102105  

  

1  Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AP Inception Co-Invest GP, LLC
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) ¨
(b) ¨
3  SEC USE ONLY
 
4  CITIZENship or place of organization
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:		 5  sole voting power  
0 shares  
6  shared voting power  
69,609,000 shares  
7  sole dispositive power  
0 shares  
8  shared dispositive power  
69,609,000 shares  
9  aggregate amount beneficially owned by each reporting person
69,609,000 shares
10  check box if the aggregate amount in row (9) excludes certain shares (See Instructions)             x
11  percent of class represented by amount in row (9)
32.2%
12  type of reporting person (See Instructions)
OO
           

4

 

 

CUSIP No. 750102105  

 

1  Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AP Inception Co-Invest ML GP, LLC
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) ¨
(b) ¨
3  SEC USE ONLY
 
4  CITIZENship or place of organization
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:		 5  sole voting power  
0 shares  
6  shared voting power  
69,609,000 shares  
7  sole dispositive power  
0 shares  
8  shared dispositive power  
69,609,000 shares  
9  aggregate amount beneficially owned by each reporting person
69,609,000 shares
10  check box if the aggregate amount in row (9) excludes certain shares (See Instructions)             x
11  percent of class represented by amount in row (9)
32.2%
12  type of reporting person (See Instructions)
OO
           

 

5

 

 

CUSIP No. 750102105  

 

1  Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Apollo Co-Investment Management, LLC
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) ¨
(b) ¨
3  SEC USE ONLY
 
4  CITIZENship or place of organization
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:		 5  sole voting power  
0 shares  
6  shared voting power  
69,609,000 shares  
7  sole dispositive power  
0 shares  
8  shared dispositive power  
69,609,000 shares  
9  aggregate amount beneficially owned by each reporting person
69,609,000 shares
10  check box if the aggregate amount in row (9) excludes certain shares (See Instructions)             x
11  percent of class represented by amount in row (9)
32.2%
12  type of reporting person (See Instructions)
OO
           

6

 

 

CUSIP No. 750102105  

 

1  Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AP Inception ML GP, LLC
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) ¨
(b) ¨
3  SEC USE ONLY
 
4  CITIZENship or place of organization
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:		 5  sole voting power  
0 shares  
6  shared voting power  
60,000,000 shares  
7  sole dispositive power  
0 shares  
8  shared dispositive power  
60,000,000 shares  
9  aggregate amount beneficially owned by each reporting person
60,000,000 shares
10  check box if the aggregate amount in row (9) excludes certain shares (See Instructions)             x
11  percent of class represented by amount in row (9)
27.7%
12  type of reporting person (See Instructions)
OO
           

7

 

 

CUSIP No. 750102105  

 

1  Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AP VIII Inception Holdings GP, LLC
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) ¨
(b) ¨
3  SEC USE ONLY
 
4  CITIZENship or place of organization
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:		 5  sole voting power  
0 shares  
6  shared voting power  
60,000,000 shares  
7  sole dispositive power  
0 shares  
8  shared dispositive power  
60,000,000 shares  
9  aggregate amount beneficially owned by each reporting person
60,000,000 shares
10  check box if the aggregate amount in row (9) excludes certain shares (See Instructions)             x
11  percent of class represented by amount in row (9)
27.7%
12  type of reporting person (See Instructions)
OO
           

8

 

 

CUSIP No. 750102105  

 

1  Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Apollo Management VIII, L.P.
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) ¨
(b) ¨
3  SEC USE ONLY
 
4  CITIZENship or place of organization
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:		 5  sole voting power  
0 shares  
6  shared voting power  
60,000,000 shares  
7  sole dispositive power  
0 shares  
8  shared dispositive power  
60,000,000 shares  
9  aggregate amount beneficially owned by each reporting person
60,000,000 shares
10  check box if the aggregate amount in row (9) excludes certain shares (See Instructions)             x
11  percent of class represented by amount in row (9)
27.7%
12  type of reporting person (See Instructions)
PN
           

 

9

 

 

CUSIP No. 750102105  

 

1  Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AIF VIII Management, LLC
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) ¨
(b) ¨
3  SEC USE ONLY
 
4  CITIZENship or place of organization
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:		 5 sole voting power
0 shares
6 shared voting power
60,000,000 shares
7 sole dispositive power
0 shares
8 shared dispositive power
60,000,000 shares
9 aggregate amount beneficially owned by each reporting person
60,000,000 shares
10 check box if the aggregate amount in row (9) excludes certain shares (See Instructions)             x
11 percent of class represented by amount in row (9)
27.7%
12 type of reporting person (See Instructions)
OO
           

10

 

 

CUSIP No. 750102105  

 

1  Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Apollo Management, L.P.
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) ¨
(b) ¨
3  SEC USE ONLY
 
4  CITIZENship or place of organization
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:		 5  sole voting power
0 shares
6  shared voting power
129,609,000 shares
7  sole dispositive power
0 shares
8  shared dispositive power
129,609,000 shares
9  aggregate amount beneficially owned by each reporting person
129,609,000 shares
10  check box if the aggregate amount in row (9) excludes certain shares (See Instructions)      ¨
11  percent of class represented by amount in row (9)
59.9%
12  type of reporting person (See Instructions)
PN
           

11

 

 

CUSIP No. 750102105  

 

1  Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Apollo Management GP, LLC
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) ¨
(b) ¨
3  SEC USE ONLY
 
4  CITIZENship or place of organization
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:		 5  sole voting power
0 shares
6  shared voting power
129,609,000 shares
7  sole dispositive power
0 shares
8  shared dispositive power
129,609,000 shares
9  aggregate amount beneficially owned by each reporting person
129,609,000 shares
10 check box if the aggregate amount in row (9) excludes certain shares (See Instructions)       ¨
11  percent of class represented by amount in row (9)
59.9%
12  type of reporting person (See Instructions)
OO
           

12

 

 

CUSIP No. 750102105  

 

1  Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Apollo Management Holdings, L.P.
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) ¨
(b) ¨
3  SEC USE ONLY
 
4  CITIZENship or place of organization
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:		 5  sole voting power
0 shares
6  shared voting power
129,609,000 shares
7  sole dispositive power
0 shares
8  shared dispositive power
129,609,000 shares
9  aggregate amount beneficially owned by each reporting person
129,609,000 shares
10  check box if the aggregate amount in row (9) excludes certain shares (See Instructions)       ¨
11  percent of class represented by amount in row (9)
59.9%
12  type of reporting person (See Instructions)
PN
           

13

 

 

CUSIP No. 750102105  

  

1  Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Apollo Management Holdings GP, LLC
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
  (a) ¨
(b) ¨
3  SEC USE ONLY
 
4  CITIZENship or place of organization
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:		 5  sole voting power  
0 shares  
6  shared voting power  
129,609,000 shares  
7  sole dispositive power  
0 shares  
8  shared dispositive power  
129,609,000 shares  
9  aggregate amount beneficially owned by each reporting person
129,609,000 shares
10  check box if the aggregate amount in row (9) excludes certain shares (See Instructions)             ¨
11  percent of class represented by amount in row (9)
59.9%
12  type of reporting person (See Instructions)
CO
           

 

14

 

 

Item 1. (a) Name of Issuer

 

Rackspace Technology, Inc.

 

(b)Address of Issuer’s Principal Executive Offices

 

1 Fanatical Place

City of Windcrest

San Antonio, Texas 78218

 

Item 2. (a) Name of Person Filing

 

This statement is filed by (i) AP Inception Co-Invest ML Borrower, L.P. (“AP Co-Invest Borrower”); (ii) AP Inception ML Borrower, L.P. (“AP Borrower”); (iii) AP Inception Co-Invest GP, LLC (“AP Co-Invest”); (iv) AP Inception Co-Invest ML GP, LLC (“AP Co-Invest ML”); (v) Apollo Co-Investment Management, LLC (“Co-Investment Management”); (vi) AP Inception ML GP, LLC; (vii) AP VIII Inception Holdings GP, LLC (“AP VIII”); (viii) Apollo Management VIII, L.P. (“Management VIII”); (ix) AIF VIII Management, LLC (“AIF VIII LLC”); (x) Apollo Management, L.P. (“Apollo Management”); (xi) Apollo Management GP, LLC (“Management GP”); (xii) Apollo Management Holdings, L.P. (“Management Holdings”); and (xiii) Apollo Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”

 

AP Co-Invest Borrower and AP Borrower each hold securities of the Issuer.

 

AP Co-Invest is the sole member of AP Co-Invest ML, which is the general partner of AP Co-Invest Borrower. AP VIII is the sole member of AP Inception ML GP, LLC, which is the general partner of AP Borrower. Management VIII is the manager of AP VIII. AIF VIII LLC is the general partner of Management VIII. Co-Investment Management is the manager of AP Co-Invest.

 

Apollo Management is the sole member-manager of each of Co-Investment Management and AIF VIII LLC. Management GP is the general partner of Apollo Management. Management Holdings is the sole member and manager of Management GP. Management Holdings GP is the general partner of Management Holdings.

 

(b)Address of Principal Business Office or, if none, Residence

 

The address of the AP Co-Invest Borrower, AP Borrower, AP Co-Invest, AP Co-Invest ML, Co-Investment Management, AP Inception ML GP, LLC, and AP VIII is 100 West Putnam Avenue, Greenwich, Connecticut 06830. The address of each of Management VIII, AIF VIII LLC, Apollo Management, Management GP, Management Holdings and Management Holdings GP is 9 West 57th Street, 43rd Floor, New York, New York 10019.

 

15

 

 

(c)Citizenship

 

AP Co-Invest Borrower, AP Borrower, AP Co-Invest, Management VIII, Apollo Management, and Management Holdings are each Delaware limited partnerships. AP Co-Invest ML, Co-Investment Management, AP Inception ML GP, LLC, AP VIII, AIF VIII LLC, Management GP, and Management Holdings GP are each Delaware limited liability companies.

 

(d)Title of Class of Securities

 

Common stock, par value $0.01 per share (the “Common Stock”).

 

  (e) CUSIP Number

 

750102105

 

Item 3.If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

Item 4.Ownership.

 

Beneficial ownership information is reported as of December 31, 2023.

 

(a)            Amount beneficially owned:

 

AP Co-Invest Borrower   69,609,000 
AP Borrower   60,000,000 
AP Co-Invest   69,609,000 
AP Co-Invest ML   69,609,000 
Co-Investment Management   69,609,000 
AP Inception ML GP, LLC   60,000,000 
AP VIII   60,000,000 
Management VIII   60,000,000 
AIF VIII LLC   60,000,000 
Apollo Management   129,609,000 
Management GP   129,609,000 
Management Holdings   129,609,000 
Management Holdings GP   129,609,000 

 

AP Co-Invest, AP Co-Invest ML, Co-Investment Management, AP Inception ML GP, LLC, AP VIII, Management VIII, AIF VIII LLC, Apollo Management, Management GP, Management Holdings, and Management Holdings GP, and Messrs. Scott Kleinman, James Zelter, and Marc Rowan, the managers, as well as executive officers, of Management Holdings GP, each disclaim beneficial ownership of all shares of Common Stock included in this filing, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

16

 

  

(b)            Percent of class:

 

AP Co-Invest Borrower   32.2%
AP Borrower   27.7%
AP Co-Invest   32.2%
AP Co-Invest ML   32.2%
Co-Investment Management   32.2%
AP Inception ML GP, LLC   27.7%
AP VIII   27.7%
Management VIII   27.7%
AIF VIII LLC   27.7%
Apollo Management   59.9%
Management GP   59.9%
Management Holdings   59.9%
Management Holdings GP   59.9%

 

The percentages are based on 216,406,870 shares of Common Stock outstanding as of November 2, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on November 9, 2023.

 

(c)            Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote:

 

0 for all Reporting Persons

  

(ii)Shared power to vote or to direct the vote:

 

AP Co-Invest Borrower   69,609,000 
AP Borrower   60,000,000 
AP Co-Invest   69,609,000 
AP Co-Invest ML   69,609,000 
Co-Investment Management   69,609,000 
AP Inception ML GP, LLC   60,000,000 
AP VIII   60,000,000 
Management VIII   60,000,000 
AIF VIII LLC   60,000,000 
Apollo Management   129,609,000 
Management GP   129,609,000 
Management Holdings   129,609,000 
Management Holdings GP   129,609,000 

 

(iii)

Sole power to dispose or to direct the disposition of:

 

0 for all Reporting Persons

 

(iv)Shared power to dispose or to direct the disposition of:

 

AP Co-Invest Borrower   69,609,000 
AP Borrower   60,000,000 
AP Co-Invest   69,609,000 
AP Co-Invest ML   69,609,000 
Co-Investment Management   69,609,000 
AP Inception ML GP, LLC   60,000,000 
AP VIII   60,000,000 
Management VIII   60,000,000 
AIF VIII LLC   60,000,000 
Apollo Management   129,609,000 
Management GP   129,609,000 
Management Holdings   129,609,000 
Management Holdings GP   129,609,000 

 

 

17

 

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not applicable.

 

Item 8.Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.Certification.

 

Not applicable.

 

[The remainder of this page is intentionally left blank.]

 

18

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 13, 2024

 

 AP INCEPTION CO-INVEST ML BORROWER, L.P.
  
By:AP Inception Co-Invest ML GP, LLC,
  its general partner
   
  By: AP Inception Co-Invest GP, LLC,
    its sole member

 

      By: /s/ James Elworth
      Name: James Elworth
      Title: Vice President

 

 AP INCEPTION ML BORROWER, L.P.
  
By:AP Inception ML GP, LLC,
  its general partner
   
  By: AP VIII Inception Holdings GP, LLC,
    its sole member

 

      By: /s/ James Elworth
      Name: James Elworth
      Title: Vice President

 

 AP INCEPTION CO-INVEST GP, LLC

 

  By: /s/ James Elworth
  Name: James Elworth
  Title: Vice President

 

 AP INCEPTION CO-INVEST ML GP, LLC
  
By:AP Inception Co-Invest GP, LLC,
  its sole member
   

    By: /s/ James Elworth
    Name: James Elworth
    Title: Vice President

 

19

 

 

 APOLLO CO-INVESTMENT MANAGEMENT, LLC

 

  By: /s/ James Elworth
  Name: James Elworth
  Title: Vice President

 

 AP INCEPTION MLB GP, LLC
  
 By: AP VIII Inception Holdings GP, LLC,
  its sole member

 

  By: /s/ James Elworth
  Name: James Elworth
  Title: Vice President

 

 AP VIII INCEPTION HOLDINGS GP, LLC

 

  By: /s/ James Elworth
  Name: James Elworth
  Title: Vice President

 

  APOLLO MANAGEMENT VIII, L.P.
   
  By: AIF VIII Management, LLC,
    its general partner
   
    By: /s/ James Elworth
    Name: James Elworth
    Title: Vice President

 

 AIF VIII MANAGEMENT, LLC

 

  By: /s/ James Elworth
  Name: James Elworth
  Title: Vice President

 

  APOLLO MANAGEMENT, L.P.
   
  By: Apollo Management GP, LLC,
    its general partner
   
    By: /s/ James Elworth
    Name: James Elworth
    Title: Vice President

 

20

 

 

 APOLLO MANAGEMENT GP, LLC

 

  By: /s/ James Elworth
  Name: James Elworth
  Title: Vice President

 

  APOLLO MANAGEMENT HOLDINGS, L.P.
   
  By: Apollo Management Holdings GP, LLC,
    its general partner
   
    By: /s/ James Elworth
    Name: James Elworth
    Title: Vice President

 

 APOLLO MANAGEMENT HOLDINGS GP, LLC

 

  By: /s/ James Elworth
  Name: James Elworth
  Title: Vice President

 

21