Sec Form 3 Filing - ABRY PARTNERS LLC @ Rackspace Technology, Inc. - 2020-08-04

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol Rackspace Technology, Inc. [ RXT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ABRY PARTNERS, LLC, 888 BOYLSTON STREET, SUITE 1600 3. Date of Earliest Transaction (MM/DD/YY) 08/04/2020 (Street) BOSTON, MA02199 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 22,245,029 ( 1 ) I See footnote ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ABRY PARTNERS LLC C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON, MA02199 X DPH 123, LLC C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON, MA02199 X ACE Investment Holdings, LLC C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON, MA02199 X ABRY PARTNERS II, LLC C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON, MA02199 X YUDKOFF ROYCE C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON, MA02199 X X KOENIG PEGGY C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON, MA02199 X Grossman Jay M. C/O ABRY PARTNERS, LLC 888 BOYLSTON STREET, SUITE 1600 BOSTON, MA02199 X Signatures ABRY PARTNERS, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 08/04/2020 Signature of Reporting Person Date DPH 123, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 08/04/2020 Signature of Reporting Person Date ACE INVESTMENT HOLDINGS, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 08/04/2020 Signature of Reporting Person Date ABRY PARTNERS II, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 08/04/2020 Signature of Reporting Person Date ROYCE YUDKOFF, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 08/04/2020 Signature of Reporting Person Date PEGGY KOENIG, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 08/04/2020 Signature of Reporting Person Date JAY GROSSMAN, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 08/04/2020 Signature of Reporting Person Date

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

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