Rackspace Technology, Inc.

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SEC FORM 3 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^*

Apollo Management Holdings GP, LLC

(Last)

(First)

(Middle)

9 W. 57TH STREET

43RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2020

3. Issuer Name and Ticker or Trading Symbol
Rackspace Technology, Inc. [ RXT ]

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, par value $0.01 per share	129,609,000	I	See footnote⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

1. Name and Address of Reporting Person^*

Apollo Management Holdings GP, LLC

(Last)

(First)

(Middle)

9 W. 57TH STREET

43RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AP Inception Co-Invest, L.P.

(Last)

(First)

(Middle)

ONE MANHATTANVILLE ROAD' SUITE 201

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Apollo Co-Investment Management, LLC

(Last)

(First)

(Middle)

ONE MANHATTANVILLE ROAD, SUITE 201

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AP VIII Inception Holdings, L.P.

(Last)

(First)

(Middle)

ONE MANHATTANVILLE ROAD

SUITE 201

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Apollo Management VIII, L.P.

(Last)

(First)

(Middle)

9 WEST 57TH STREET, 43RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AIF VIII Management, LLC

(Last)

(First)

(Middle)

9 WEST 57TH STREET, 43RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Apollo Management, L.P.

(Last)

(First)

(Middle)

2 MANHATTANVILLE ROAD

SUITE 203

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Apollo Management GP, LLC

(Last)

(First)

(Middle)

TWO MANHATTANVILLE ROAD

SUITE 203

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Apollo Management Holdings, L.P.

(Last)

(First)

(Middle)

9 W. 57TH STREET

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Explanation of Responses:

1. See Exhibit 99.1.

	See signatures attached as Exhibit 99.2	08/04/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 99.1

(1) The shares of common stock, par value $0.01 per share (the “Common Stock”) of Rackspace Technology, Inc. (the “Issuer”) reported as beneficially owned represents the aggregate number of shares that are held of record by (i) AP Inception Co-Invest, L.P. (“AP Co-Invest”) and (ii) AP VIII Inception Holdings, L.P. (“AP VIII Inception” and, together with AP Co-Invest, the “Apollo Funds”).

Apollo Co-Investment Management, LLC (“Co-Investment Management”) is the investment manager for AP Co-Invest. AP VIII Inception Holdings GP, LLC (“AP VIII Inception GP”) is the general partner of AP VIII Inception. Apollo Management VIII, L.P. (“Management VIII”) is the manager of AP VIII Inception GP. AIF VIII Management, LLC (“AIF VIII LLC”) is the general partner of Management VIII. Apollo Management, L.P. (“Apollo Management”) is the sole member-manager of each of Co-Investment Management and AIF VIII LLC. Apollo Management GP, LLC (“Management GP”) is the general partner of Apollo Management. Apollo Management Holdings, L.P. (“Management Holdings”) is the sole member and manager of Management GP. Apollo Management Holdings GP, LLC (“Management Holdings GP”) is the general partner of Management Holdings.

Leon Black, Joshua Harris and Marc Rowan are the managers, as well as executive officers, of Management Holdings GP, and as such may be deemed to have voting and dispositive control of the shares of Common Stock held of record by the Apollo Funds.

Each of the reporting persons, and Messrs. Black, Harris and Rowan, disclaims beneficial ownership of any shares of the Issuer’s Common Stock owned of record by any of the Apollo Funds, or that may be beneficially owned by any of the other reporting persons, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

The principal address of each of the Apollo Funds, Co-Investment Management, and AP VIII Inception GP is One Manhattanville Road, Suite 201, Purchase, New York 10577. The address of each of Management VIII, AIF VIII LLC, Apollo Management, Management GP, Management Holdings and Management Holdings GP, and Messrs. Black, Harris and Rowan, is 9 West 57th Street, 43rd Floor, New York, New York 10019.

Exhibit 99.2

This Statement on Form 3 is filed by: (i) AP Inception Co-Invest, L.P., (ii) AP VIII Inception Holdings, L.P., (iii) Apollo Co-Investment Management, LLC, (iv) AP VIII Inception Holdings GP, LLC, (v) Apollo Management VIII, L.P., (vi) AIF VIII Management, LLC, (vii) Apollo Management, L.P., (viii) Apollo Management GP, LLC, (ix) Apollo Management Holdings, L.P., and (x) Apollo Management Holdings GP, LLC.

Name of Designated Filer: Apollo Management Holdings GP, LLC

Date of Event Requiring Statement: August 4, 2020

Issuer Name and Ticker or Trading Symbol: Rackspace Technology, Inc. [RXT]

AP INCEPTION CO-INVEST, L.P.

By:	Apollo Co-Investment Management, LLC,
	its investment manager

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President

APOLLO CO-INVESTMENT MANAGEMENT, LLC

By:		/s/ Laurie D. Medley
Name:		Laurie D. Medley
Title:		Vice President

AP VIII INCEPTION HOLDINGS, L.P.

By:	AP VIII Inception Holdings GP, LLC,
	its general partner

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President

AP VIII INCEPTION HOLDINGS GP, LLC

By:		/s/ Laurie D. Medley
Name:		Laurie D. Medley
Title:		Vice President

APOLLO MANAGEMENT VIII, L.P.

By:	AIF VIII Management, LLC,
	its general partner

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President

AIF VIII MANAGEMENT, LLC

By:		/s/ Laurie D. Medley
Name:		Laurie D. Medley
Title:		Vice President

APOLLO MANAGEMENT, L.P.

By:	Apollo Management GP, LLC,
	its general partner

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President

APOLLO MANAGEMENT GP, LLC

By:		/s/ Laurie D. Medley
Name:		Laurie D. Medley
Title:		Vice President

APOLLO MANAGEMENT HOLDINGS, L.P.

By:	Apollo Management Holdings GP, LLC,
	its general partner

	By:		/s/ Laurie D. Medley
	Name:		Laurie D. Medley
	Title:		Vice President

APOLLO MANAGEMENT HOLDINGS GP, LLC

By:		/s/ Laurie D. Medley
Name:		Laurie D. Medley
Title:		Vice President