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 |
|
1. Name and Address of Reporting Person*
(Street)
|
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)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 12,000,000 | I | See footnote(1)(2) |
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*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
1. Represents 5,968,451 securities held of record by Searchlight Capital II, L.P. and 6,031,549 securities held of record by Searchlight Capital II PV, L.P. (the "Record Holders"). Searchlight Capital Partners II GP, L.P. (the "GP LP") is the general partner of the Record Holders and Searchlight Capital Partners II GP, LLC is the general partner of the GP LP (the foregoing, collectively, together with the Record Holders, the "Reporting Persons"). Erol Uzumeri, Eric Zinterhofer and Oliver Haarmann are members of the board of managers of Searchlight Capital Partners II GP, LLC. |
2. Each of the Reporting Persons, and Messrs. Uzumeri, Zinterhofer and Haarmann, disclaim beneficial ownership of any shares of Rackspace Technologies, Inc.'s common stock held of record by the Record Holders 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. |
Remarks: |
For purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be a director by deputization of Rackspace Technologies, Inc. As a result, the "Director" box is marked in Item 4 of this Form 3. |
Searchlight Capital Partners II GP, LLC By: /s/ Darren Glatt, authorized person | 08/04/2020 | |
Searchlight Capital Partners II GP, L.P. By: Searchlight Capital Partners II GP, LLC, its general partner By: /s/ Darren Glatt, authorized person | 08/04/2020 | |
Searchlight Capital II, L.P. By: Searchlight Capital Partners II GP, L.P., its general partner By: /s/ Darren Glatt, authorized person | 08/04/2020 | |
Searchlight Capital II PV, L.P. By: Searchlight Capital Partners II GP, L.P., its general partner By: /s/ Darren Glatt, authorized person | 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. |