0001104659-21-016144.txt : 20210208 0001104659-21-016144.hdr.sgml : 20210208 20210208204155 ACCESSION NUMBER: 0001104659-21-016144 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210202 FILED AS OF DATE: 20210208 DATE AS OF CHANGE: 20210208 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39420 FILM NUMBER: 21603407 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39420 FILM NUMBER: 21603408 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39420 FILM NUMBER: 21603409 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39420 FILM NUMBER: 21603410 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39420 FILM NUMBER: 21603411 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39420 FILM NUMBER: 21603412 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39420 FILM NUMBER: 21603413 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 4 1 tm215787-1_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-02-02 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 0 0 1 0 0001268945 KOENIG PEGGY 888 BOYLSTON STREET 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 2021-02-02 4 A 0 2665935 0 A 24910964 I See footnote Common Stock 2021-02-04 4 J 0 1425892 0 D 23485072 I See footnote On February 2, 2021, Rackspace Technology, Inc. (the "Company") issued 2,665,935 shares (the "Additional Datapipe Shares") of its common stock, par value $0.01 per share ("Common Stock"), to DPH 123, LLC (the "DPH Holder") for no additional consideration from the DPH Holder pursuant to that certain Agreement and Plan of Merger, dated as of September 6, 2017, by and among the Company, certain of the Company's direct and indirect subsidiaries, the DPH Holder (formerly known as Datapipe Holdings, LLC), Datapipe Parent, Inc. ("Datapipe") and certain key stockholders, pursuant to which the Company acquired Datapipe. On February 4, 2021, DPH Holder distributed, for no consideration, a total of 12,425,395 shares of the Company's Common Stock in a distribution in kind (the "Distribution") to their respective members, including 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"). Following the Distribution, 2,693,569 of the shares reported herein are owned directly by DPH Holder and 10,999,503 of the shares reported herein are owned directly in the aggregate by the ABRY Funds. The remaining 9,792,000 of the shares reported herein are owned directly by ACE Investment Holdings, LLC. The ABRY Funds are entitled to a majority of the votes at any meeting of the board of directors of DPH Holder. 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 5) (continued from footnote 4) 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. ABRY PARTNERS, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 2021-02-08 DPH 123, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 2021-02-08 ACE INVESTMENT HOLDINGS, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 2021-02-08 ABRY PARTNERS II, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 2021-02-08 ROYCE YUDKOFF, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 2021-02-08 PEGGY KOENIG, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 2021-02-08 JAY GROSSMAN, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 2021-02-08