0001104659-20-090458.txt : 20200804 0001104659-20-090458.hdr.sgml : 20200804 20200804200430 ACCESSION NUMBER: 0001104659-20-090458 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200804 FILED AS OF DATE: 20200804 DATE AS OF CHANGE: 20200804 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ABRY PARTNERS LLC CENTRAL INDEX KEY: 0001268939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39420 FILM NUMBER: 201075180 MAIL ADDRESS: STREET 1: 111 HUNTINGTON AVE 30TH FL CITY: BOSTON STATE: MA ZIP: 02199 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DPH 123, LLC CENTRAL INDEX KEY: 0001819329 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39420 FILM NUMBER: 201075181 BUSINESS ADDRESS: STREET 1: 888 BOYLSTON STREET, SUITE 1600 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-859-2959 MAIL ADDRESS: STREET 1: 888 BOYLSTON STREET, SUITE 1600 CITY: BOSTON STATE: MA ZIP: 02199 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ACE Investment Holdings, LLC CENTRAL INDEX KEY: 0001819484 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39420 FILM NUMBER: 201075182 BUSINESS ADDRESS: STREET 1: 888 BOYLSTON STREET, SUITE 1600 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-859-2959 MAIL ADDRESS: STREET 1: 888 BOYLSTON STREET, SUITE 1600 CITY: BOSTON STATE: MA ZIP: 02199 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ABRY PARTNERS II, LLC CENTRAL INDEX KEY: 0001639414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39420 FILM NUMBER: 201075183 BUSINESS ADDRESS: STREET 1: 111 HUNTINGTON AVENUE, 29TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-859-2959 MAIL ADDRESS: STREET 1: 111 HUNTINGTON AVENUE, 29TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: YUDKOFF ROYCE CENTRAL INDEX KEY: 0001263584 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39420 FILM NUMBER: 201075184 MAIL ADDRESS: STREET 1: C/O METROCALL STREET 2: 6677 RICHMOND HWY CITY: ALEXANDRIA STATE: VA ZIP: 22306 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KOENIG PEGGY CENTRAL INDEX KEY: 0001268945 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39420 FILM NUMBER: 201075185 MAIL ADDRESS: STREET 1: 888 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02199 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Grossman Jay M. CENTRAL INDEX KEY: 0001268944 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39420 FILM NUMBER: 201075186 MAIL ADDRESS: STREET 1: C/O ABRY PARTNERS, LLC STREET 2: 888 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02199 FORMER NAME: FORMER CONFORMED NAME: GROSSMAN JAY M DATE OF NAME CHANGE: 20031103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rackspace Technology, Inc. CENTRAL INDEX KEY: 0001810019 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 813369925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 FANATICAL PLACE STREET 2: CITY OF WINDCREST CITY: SAN ANTONIO STATE: TX ZIP: 78218 BUSINESS PHONE: (210) 312-4000 MAIL ADDRESS: STREET 1: 1 FANATICAL PLACE STREET 2: CITY OF WINDCREST CITY: SAN ANTONIO STATE: TX ZIP: 78218 FORMER COMPANY: FORMER CONFORMED NAME: Rackspace Corp. DATE OF NAME CHANGE: 20200417 3 1 tm2025960d1_form3.xml FORM 3 X0206 3 2020-08-04 0 0001810019 Rackspace Technology, Inc. RXT 0001268939 ABRY PARTNERS LLC C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON MA 02199 0 0 1 0 0001819329 DPH 123, LLC C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON MA 02199 0 0 1 0 0001819484 ACE Investment Holdings, LLC C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON MA 02199 0 0 1 0 0001639414 ABRY PARTNERS II, LLC C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON MA 02199 0 0 1 0 0001263584 YUDKOFF ROYCE C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON MA 02199 1 0 1 0 0001268945 KOENIG PEGGY C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON MA 02199 0 0 1 0 0001268944 Grossman Jay M. C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON MA 02199 0 0 1 0 Common Stock 22245029 I See footnote 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. 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. 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) (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. 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. 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. Exhibit 24 - Power of Attorney ABRY PARTNERS, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 2020-08-04 DPH 123, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 2020-08-04 ACE INVESTMENT HOLDINGS, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 2020-08-04 ABRY PARTNERS II, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 2020-08-04 ROYCE YUDKOFF, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 2020-08-04 PEGGY KOENIG, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 2020-08-04 JAY GROSSMAN, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 2020-08-04 EX-24 2 tm2025960d1_ex24.htm EXHIBIT 24

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