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* ABRY PARTNERS LLC (Last) (First) (Middle) C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 (Street) BOSTON MA 02199 (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	22,245,029(1)	I	See footnote(2)(3)(4)(5)(6)

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* ABRY PARTNERS LLC (Last) (First) (Middle) C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* DPH 123, LLC (Last) (First) (Middle) C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* ACE Investment Holdings, LLC (Last) (First) (Middle) C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* ABRY PARTNERS II, LLC (Last) (First) (Middle) C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* YUDKOFF ROYCE (Last) (First) (Middle) C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* KOENIG PEGGY (Last) (First) (Middle) C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* Grossman Jay M. (Last) (First) (Middle) C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 (Street) BOSTON MA 02199 (City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is being filed by the Reporting Persons on the effective date of the initial public offering (the "IPO") of Rackspace Technology, Inc. ("Rackspace") to report shares beneficially owned directly or indirectly by the Reporting Persons prior to the IPO. No new shares of Rackspace were issued to the Reporting Persons in the IPO.

2. 12,453,029 of the shares reported herein are owned directly by DPH 123, LLC. The remaining 9,792,000 of the shares reported herein are owned directly by ACE Investment Holdings, LLC.

3. 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") are entitled to a majority of the votes at any meeting of the board of directors of DPH 123, LLC. 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., 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.

Remarks:

Exhibit 24 - Power of Attorney

	ABRY PARTNERS, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact	08/04/2020
	DPH 123, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact	08/04/2020
	ACE INVESTMENT HOLDINGS, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact	08/04/2020
	ABRY PARTNERS II, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact	08/04/2020
	ROYCE YUDKOFF, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact	08/04/2020
	PEGGY KOENIG, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact	08/04/2020
	JAY GROSSMAN, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact	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.
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Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of and, signing singly, the undersigneds’ true and lawful attorney-in-fact to:

 

(1) execute for and on behalf of the undersigned, in the undersigneds’ capacity as General Counsel and Chief Operating Officer of ABRY Partners, Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigneds’ ownership, acquisition, or disposition of securities of Rackspace Technology, Inc.;

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or report, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigneds’ responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigneds’ holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of August, 2020.

 

	DPH 123, LLC
	/s/ Brian St. Jean
	Name: Brian St. Jean		08/04/2020
	Title: Vice President
	ACE INVESTMENT HOLDINGS, LLC
	/s/ Brian St. Jean
	Name: Brian St. Jean		08/04/2020
	Title: Vice President
	ABRY PARTNERS, LLC
	/s/ Kostas Sofronas
	Name: Kostas Sofronas		08/04/2020
	Title: Authorized Person
	ABRY PARTNERS II, LLC
	/s/ Kostas Sofronas
	Name: Kostas Sofronas		08/04/2020
	Title: Authorized Person
	ROYCE YUDKOFF
	/s/ Royce Yudkoff		08/04/2020
	PEGGY KOENIG
	/s/ Peggy Koenig		08/04/2020
	JAY GROSSMAN
	/s/ Jay Grossman		08/04/2020