Sec Form 4 Filing - ABRY PARTNERS LLC @ Rackspace Technology, Inc. - 2021-02-02

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FORM 4
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)
02/02/2021
(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 02/02/2021 A( 1 ) 2,665,935 A $ 0 24,910,964 I See footnote ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )
Common Stock 02/04/2021 J( 2 ) 1,425,892 D $ 0 23,485,072 I See footnote ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )
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
KOENIG PEGGY
888 BOYLSTON STREET
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 02/08/2021
Signature of Reporting Person Date
DPH 123, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 02/08/2021
Signature of Reporting Person Date
ACE INVESTMENT HOLDINGS, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 02/08/2021
Signature of Reporting Person Date
ABRY PARTNERS II, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 02/08/2021
Signature of Reporting Person Date
ROYCE YUDKOFF, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 02/08/2021
Signature of Reporting Person Date
PEGGY KOENIG, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 02/08/2021
Signature of Reporting Person Date
JAY GROSSMAN, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact 02/08/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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").
( 3 )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.
( 4 )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)
( 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.
( 6 )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.
( 7 )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.

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