Abry Partners Form 4 Rackspace Technology / ROYCE YUDKOFF ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

ABRY PARTNERS LLC

(Last)

(First)

(Middle)

C/O ABRY PARTNERS, LLC

888 BOYLSTON STREET, SUITE 1600

(Street)

BOSTON

02199

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

ABRY PARTNERS LLC

(Last)

(First)

(Middle)

C/O ABRY PARTNERS, LLC

888 BOYLSTON STREET, SUITE 1600

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DPH 123, LLC

(Last)

(First)

(Middle)

C/O ABRY PARTNERS, LLC

888 BOYLSTON STREET, SUITE 1600

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACE Investment Holdings, LLC

(Last)

(First)

(Middle)

C/O ABRY PARTNERS, LLC

888 BOYLSTON STREET, SUITE 1600

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ABRY PARTNERS II, LLC

(Last)

(First)

(Middle)

C/O ABRY PARTNERS, LLC

888 BOYLSTON STREET, SUITE 1600

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

YUDKOFF ROYCE

(Last)

(First)

(Middle)

C/O ABRY PARTNERS, LLC

888 BOYLSTON STREET, SUITE 1600

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KOENIG PEGGY

(Last)

(First)

(Middle)

888 BOYLSTON STREET

(Street)

BOSTON

02199

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Grossman Jay M.

(Last)

(First)

(Middle)

C/O ABRY PARTNERS, LLC

888 BOYLSTON STREET, SUITE 1600

(Street)

BOSTON

02199

(City)

(State)

(Zip)

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.

	ABRY PARTNERS, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact	02/08/2021
	DPH 123, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact	02/08/2021
	ACE INVESTMENT HOLDINGS, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact	02/08/2021
	ABRY PARTNERS II, LLC, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact	02/08/2021
	ROYCE YUDKOFF, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact	02/08/2021
	PEGGY KOENIG, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact	02/08/2021
	JAY GROSSMAN, /s/ Kostas Sofronas, By: Kostas Sofronas, Attorney-in-Fact	02/08/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Abry Partners Form 4Rackspace Technology / ROYCE YUDKOFF ownership change