4//SEC Filing
ABRY PARTNERS LLC 4
Accession 0001104659-21-016144
CIK 0001810019other
Filed
Feb 7, 7:00 PM ET
Accepted
Feb 8, 8:41 PM ET
Size
20.7 KB
Accession
0001104659-21-016144
Insider Transaction Report
Form 4
ABRY PARTNERS LLC
10% Owner
Transactions
- Other
Common Stock
2021-02-04−1,425,892→ 23,485,072 total(indirect: See footnote) - Award
Common Stock
2021-02-02+2,665,935→ 24,910,964 total(indirect: See footnote)
DPH 123, LLC
10% Owner
Transactions
- Other
Common Stock
2021-02-04−1,425,892→ 23,485,072 total(indirect: See footnote) - Award
Common Stock
2021-02-02+2,665,935→ 24,910,964 total(indirect: See footnote)
ABRY PARTNERS II, LLC
10% Owner
Transactions
- Other
Common Stock
2021-02-04−1,425,892→ 23,485,072 total(indirect: See footnote) - Award
Common Stock
2021-02-02+2,665,935→ 24,910,964 total(indirect: See footnote)
YUDKOFF ROYCE
Director10% Owner
Transactions
- Award
Common Stock
2021-02-02+2,665,935→ 24,910,964 total(indirect: See footnote) - Other
Common Stock
2021-02-04−1,425,892→ 23,485,072 total(indirect: See footnote)
Grossman Jay M.
10% Owner
Transactions
- Other
Common Stock
2021-02-04−1,425,892→ 23,485,072 total(indirect: See footnote) - Award
Common Stock
2021-02-02+2,665,935→ 24,910,964 total(indirect: See footnote)
ACE Investment Holdings, LLC
10% Owner
Transactions
- Award
Common Stock
2021-02-02+2,665,935→ 24,910,964 total(indirect: See footnote) - Other
Common Stock
2021-02-04−1,425,892→ 23,485,072 total(indirect: See footnote)
KOENIG PEGGY
10% Owner
Transactions
- Award
Common Stock
2021-02-02+2,665,935→ 24,910,964 total(indirect: See footnote) - Other
Common Stock
2021-02-04−1,425,892→ 23,485,072 total(indirect: See footnote)
Footnotes (7)
- [F1]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.
- [F2]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").
- [F3]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.
- [F4]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)
- [F5](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.
- [F6]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.
- [F7]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.
Documents
Issuer
Rackspace Technology, Inc.
CIK 0001810019
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001268939
Filing Metadata
- Form type
- 4
- Filed
- Feb 7, 7:00 PM ET
- Accepted
- Feb 8, 8:41 PM ET
- Size
- 20.7 KB