| Item 1. | |
| (a) | Name of issuer:
Rackspace Technology, Inc. |
| (b) | Address of issuer's principal executive offices:
19122 US Highway 281N, Suite 128 San Antonio, TX, 78258 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) ABRY Partners, LLC ("ABRY I")
(ii) ABRY Partners II, LLC ("ABRY II")
(iii) DPH 123, LLC ("DPH")
(iv) ACE Investment Holdings, LLC ("ACE")
(v) Royce Yudkoff
(vi) Peggy Koenig
(vii) Jay Grossman |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is as follows:
C/O ABRY Partners, LLC
888 Boylston Street, Suite 1600
Boston, MA 02199 |
| (c) | Citizenship:
See responses to Item 4 on each cover page. |
| (d) | Title of class of securities:
Common Stock |
| (e) | CUSIP No.:
750102105 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
ACE directly holds 9,792,000 (the "Rackspace Shares") of Common Stock of the Issuer, or 4.30% of the outstanding shares of Common Stock of the Issuer, and the Reporting Persons might be deemed to beneficially own 20,595,180, or 9.05% of the outstanding shares of Common Stock of the Issuer, each based on 227,568,885 shares of Common Stock of the Issuer outstanding as of November 5, 2024, as reported in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2024.
ABRY Partners VII, L.P., ABRY Partners VII Co-Investment Fund, L.P., ABRY Investment Partnership, L.P. (Fund VII) and ABRY Investment Partnership, L.P. (ASE III) (collectively the "ABRY Funds") are 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 the ABRY Funds. 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 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., ABRY Partners VIII Co-Investment Fund, L.P. and ABRY Investment Partnership, L.P. |
| (b) | Percent of class:
See responses to Item 11 on each cover page. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
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| | (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
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| | (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
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| | (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)