Apollo Management Holdings GP SC 13GRackspace Technology / Apollo Management Holdings GP ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G

(Amendment No.   )*

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Item 1.                                                         (a)                                 Name of Issuer

Rackspace Technology, Inc.

(b)                                 Address of Issuer’s Principal Executive Offices

1 Fanatical Place

City of Windcrest

San Antonio, Texas 78218

Item 2.                                                         (a)                                 Name of Person Filing

This statement is filed by (i) AP Inception Co-Invest, L.P. (“AP Co-Invest”); (ii) AP VIII Inception Holdings, L.P. (“AP VIII Inception”); (iii) Apollo Co-Investment Management, LLC (“Co-Investment Management”); (iv) AP VIII Inception Holdings GP, LLC (“AP VIII Inception GP”); (v) Apollo Management VIII, L.P. (“Management VIII”); (vi) AIF VIII Management, LLC (“AIF VIII LLC”); (vii) Apollo Management, L.P. (“Apollo Management”); (viii) Apollo Management GP, LLC (“Management GP”); (ix) Apollo Management Holdings, L.P. (“Management Holdings”); and (x) Apollo Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”

AP Co-Invest and AP VIII Inception each hold securities of the Issuer.

Co-Investment Management is the investment manager for AP Co-Invest. AP VIII Inception GP is the general partner of AP VIII Inception. Management VIII is the manager of AP VIII Inception GP. AIF VIII LLC is the general partner of Management VIII. Apollo Management is the sole member-manager of each of Co-Investment Management and AIF VIII LLC. Management GP is the general partner of Apollo Management. Management Holdings is the sole member and manager of Management GP. Management Holdings GP is the general partner of Management Holdings.

(b)                                 Address of Principal Business Office or, if none, Residence

The address of the principal business office of each of AP Co-Invest, AP VIII Inception, Co-Investment Management, and AP VIII Inception GP is One Manhattanville Road, Suite 201, Purchase, New York 10577. The address of the principal business office of each of Management VIII, AIF VIII LLC, Apollo Management, Management GP, Management Holdings and Management Holdings GP is 9 West 57th Street, 43rd Floor, New York, New York 10019.

(c)                                  Citizenship

AP Co-Invest, AP VIII Inception, Management VIII, Apollo Management, and Management Holdings are each Delaware limited partnerships. Co-Investment Management, AP VIII Inception GP, AIF VIII LLC, Management GP, and Holdings GP are each Delaware limited liability companies.

(d)                                 Title of Class of Securities

Common stock, par value $0.01 per share (the “Common Stock”).

(e)                                  CUSIP Number

750102105

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Item 3.                                                         If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.                                                         Ownership.

Beneficial ownership information is reported as of the date of filing of this Schedule 13G.

(a)                                 Amount beneficially owned:

Co-Investment Management, AP VIII Inception GP, Management VIII, AIF VIII LLC, Apollo Management, Management GP, Management Holdings, and Management Holdings GP, and Messrs. Leon Black, Joshua Harris and Marc Rowan, the managers, as well as executive officers, of Management Holdings GP, each disclaim beneficial ownership of all shares of Common Stock included in this filing, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(b)                               Percent of class:

The percentages are based on 200,293,675 shares of Common Stock outstanding as of November 6, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on November 10, 2020.

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(c)                                  Number of shares as to which the person has:

(i)                                     Sole power to vote or to direct the vote:

0 for all Reporting Persons

(ii)                                  Shared power to vote or to direct the vote:

(iii)                               Sole power to dispose or to direct the disposition of:

0 for all Reporting Persons

(iv)                              Shared power to dispose or to direct the disposition of:

Item 5.                                                         Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o

Item 6.                                                         Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.                                                         Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.                                                         Identification and Classification of Members of the Group.

Not applicable.

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Item 9.                                                         Notice of Dissolution of Group.

Not applicable.

Item 10.                                                  Certification.

Not applicable.

[The remainder of this page is intentionally left blank.]

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  February 12, 2021

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