UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13G

(Amendment No. 1)*

 

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, 2020

(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).

 

SEC 1745 (3-06)

 

 

 


 

 

CUSIP No. 750102105

 

 

 

 

 

NAME OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

1

 

 

AP Inception Co-Invest ML Borrower, L.P.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

2

 

(a) ¨

 

 

(b) ¨

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

5

SOLE VOTING POWER

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:

 

 

 

0 shares of Common Stock

6

SHARED VOTING POWER

 

 

 

69,609,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

 

 

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

 

 

 

 

69,609,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

69,609,000 shares of Common Stock

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)

 

 

 

34.8%

12

TYPE OF REPORTING PERSON (See Instructions)

 

 

 

PN

 

2


 

 

CUSIP No. 750102105

 

 

 

 

 

NAME OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

1

 

 

AP Inception ML Borrower, L.P.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

2

 

(a) ¨

 

 

(b) ¨

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

5

SOLE VOTING POWER

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:

 

 

 

0 shares of Common Stock

6

SHARED VOTING POWER

 

 

 

60,000,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

 

 

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

 

 

 

 

60,000,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

60,000,000 shares of Common Stock

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)

 

 

 

30.0%

12

TYPE OF REPORTING PERSON (See Instructions)

 

 

 

PN

 

3


 

 

CUSIP No. 750102105

 

 

 

 

 

NAME OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

1

 

 

AP Inception Co-Invest GP, LLC

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

2

 

(a) ¨

 

 

(b) ¨

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

5

SOLE VOTING POWER

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:

 

 

 

0 shares of Common Stock

6

SHARED VOTING POWER

 

 

 

69,609,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

 

 

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

 

 

 

 

69,609,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

69,609,000 shares of Common Stock

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)

 

 

 

34.8%

12

TYPE OF REPORTING PERSON (See Instructions)

 

 

 

OO

 

4


 

 

CUSIP No. 750102105

 

 

 

 

 

NAME OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

1

 

 

AP Inception Co-Invest ML GP, LLC

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

2

 

(a) ¨

 

 

(b) ¨

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

5

SOLE VOTING POWER

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:

 

 

 

0 shares of Common Stock

6

SHARED VOTING POWER

 

 

 

69,609,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

 

 

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

 

 

 

 

69,609,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

69,609,000 shares of Common Stock

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)

 

 

 

34.8%

12

TYPE OF REPORTING PERSON (See Instructions)

 

 

 

OO

 

5


 

 

CUSIP No. 750102105

 

 

 

 

 

NAME OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

1

 

 

Apollo Co-Investment Management, LLC

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

2

 

(a) ¨

 

 

(b) ¨

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

5

SOLE VOTING POWER

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:

 

 

 

0 shares of Common Stock

6

SHARED VOTING POWER

 

 

 

69,609,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

 

 

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

 

 

 

 

69,609,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

69,609,000 shares of Common Stock

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)

 

 

 

34.8%

12

TYPE OF REPORTING PERSON (See Instructions)

 

 

 

OO

 

6


 

 

CUSIP No. 750102105

 

 

 

 

 

NAME OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

1

 

 

AP Inception ML GP, LLC

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

2

 

(a) ¨

 

 

(b) ¨

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

5

SOLE VOTING POWER

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:

 

 

 

0 shares of Common Stock

6

SHARED VOTING POWER

 

 

 

60,000,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

 

 

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

 

 

 

 

60,000,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

60,000,000 shares of Common Stock

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)

 

 

 

30.0%

12

TYPE OF REPORTING PERSON (See Instructions)

 

 

 

OO

 

7


 

 

CUSIP No. 750102105

 

 

 

 

 

NAME OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

1

 

 

AP VIII Inception Holdings GP, LLC

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

2

 

(a) ¨

 

 

(b) ¨

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

5

SOLE VOTING POWER

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:

 

 

 

0 shares of Common Stock

6

SHARED VOTING POWER

 

 

 

60,000,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

 

 

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

 

 

 

 

60,000,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

60,000,000 shares of Common Stock

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)

 

 

 

30.0%

12

TYPE OF REPORTING PERSON (See Instructions)

 

 

 

OO

 

8


 

 

CUSIP No. 750102105

 

 

 

 

 

NAME OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

1

 

 

Apollo Management VIII, L.P.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

2

 

(a) ¨

 

 

(b) ¨

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

5

SOLE VOTING POWER

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:

 

 

 

0 shares of Common Stock

6

SHARED VOTING POWER

 

 

 

60,000,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

 

 

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

 

 

 

 

60,000,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

60,000,000 shares of Common Stock

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)

 

 

 

30.0%

12

TYPE OF REPORTING PERSON (See Instructions)

 

 

 

PN

 

9


 

 

CUSIP No. 750102105

 

 

 

 

 

NAME OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

1

 

 

AIF VIII Management, LLC

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

2

 

(a) ¨

 

 

(b) ¨

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

5

SOLE VOTING POWER

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:

 

 

 

0 shares of Common Stock

6

SHARED VOTING POWER

 

 

 

60,000,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

 

 

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

 

 

 

 

60,000,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

60,000,000 shares of Common Stock

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)

 

 

 

30.0%

12

TYPE OF REPORTING PERSON (See Instructions)

 

 

 

OO

 

10


 

 

CUSIP No. 750102105

 

 

 

 

 

NAME OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

1

 

 

Apollo Management, L.P.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

2

 

(a) ¨

 

 

(b) ¨

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

5

SOLE VOTING POWER

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:

 

 

 

0 shares of Common Stock

6

SHARED VOTING POWER

 

 

 

129,609,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

 

 

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

 

 

 

 

129,609,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

129,609,000 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

64.7%

12

TYPE OF REPORTING PERSON (See Instructions)

 

 

 

PN

 

11


 

 

CUSIP No. 750102105

 

 

 

 

 

NAME OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

1

 

 

Apollo Management GP, LLC

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

2

 

(a) ¨

 

 

(b) ¨

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

5

SOLE VOTING POWER

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:

 

 

 

0 shares of Common Stock

6

SHARED VOTING POWER

 

 

 

129,609,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

 

 

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

 

 

 

 

129,609,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

129,609,000 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

64.7%

12

TYPE OF REPORTING PERSON (See Instructions)

 

 

 

OO

 

12


 

 

CUSIP No. 750102105

 

 

 

 

 

NAME OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

1

 

 

Apollo Management Holdings, L.P.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

2

 

(a) ¨

 

 

(b) ¨

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

5

SOLE VOTING POWER

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:

 

 

 

0 shares of Common Stock

6

SHARED VOTING POWER

 

 

 

129,609,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

 

 

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

 

 

 

 

129,609,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

129,609,000 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

64.7%

12

TYPE OF REPORTING PERSON (See Instructions)

 

 

 

PN

 

13


 

 

CUSIP No. 750102105

 

 

 

 

 

NAME OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

1

 

 

Apollo Management Holdings GP, LLC

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

2

 

(a) ¨

 

 

(b) ¨

3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

5

SOLE VOTING POWER

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:

 

 

 

0 shares of Common Stock

6

SHARED VOTING POWER

 

 

 

129,609,000 shares of Common Stock

7

SOLE DISPOSITIVE POWER

 

 

 

0 shares of Common Stock

8

SHARED DISPOSITIVE POWER

 

 

 

 

129,609,000 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

129,609,000 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

64.7%

12

TYPE OF REPORTING PERSON (See Instructions)

 

 

 

CO

 

14


 

EXPLANATORY NOTE

 

This amendment to Schedule 13G is being filed to reflect changes among the Reporting Persons (as defined below) due to margin loans of the Issuer’s securities among such Reporting Persons. Despite the margin loans, there has been no change to the Reporting Persons’ aggregate beneficial ownership of the Issuer’s securities.

 

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 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 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 the date of filing of this Schedule 13G.

 

 

 

 

(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. Leon Black, Joshua Harris 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

 

34.8

%

 

 

 

AP Borrower

 

30.0

%

 

 

 

AP Co-Invest

 

34.8

%

 

 

 

AP Co-Invest ML

 

34.8

%

 

 

 

Co-Investment Management

 

34.8

%

 

 

 

AP Inception ML GP, LLC

 

30.0

%

 

 

 

AP VIII

 

30.0

%

 

 

 

Management VIII

 

30.0

%

 

 

 

AIF VIII LLC

 

30.0

%

 

 

 

Apollo Management

 

64.7

%

 

 

 

Management GP

 

64.7

%

 

 

 

Management Holdings

 

64.7

%

 

 

 

Management Holdings GP

 

64.7

%

 

 

 

 

 

 

 

 

 

 

The percentages are based on 200,293,675 shares of Common Stock outstanding as of November 6, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on November 10, 2020.

 

 

 

 

(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: o

 

 

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:  March 12, 2021

 

 

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 ML GP, LLC

 

 

 

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


EXHIBIT 1

 

JOINT FILING AGREEMENT

RACKSPACE TECHNOLOGY, INC.

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing.  This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of March 12, 2021.

 

 

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

 

1


 

 

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

 

 

 

 

APOLLO CO-INVESTMENT MANAGEMENT, LLC

 

 

 

By:

/s/ James Elworth

 

Name:

James Elworth

 

Title:

Vice President

 

 

 

 

AP INCEPTION ML GP, LLC

 

 

 

 

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

 

2


 

 

APOLLO MANAGEMENT, L.P.

 

 

 

By:

Apollo Management GP, LLC,

 

 

its general partner

 

 

 

 

 

By:

/s/ James Elworth

 

 

Name:

James Elworth

 

 

Title:

Vice President

 

 

 

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

 

3