Rackspace Technology, Inc. - Major Shareholding Notification 2024

SC 13G/A 1 tm2428091d4_sc13ga.htm SC 13G/A

Field: Rule-Page

Field: /Rule-Page

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 4)*

Under the Securities Exchange Act of 1934


(Name of Issuer)
Common stock,
par value $0.01 per share
(Titl e of Class of Securities)
750102105
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)

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

¨	Rule 13d-1(b)
¨	Rule 13d-1(c)
x	Rule 13d-1(d)

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 ).

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

CUSIP No. 750102105

| 1 | Name
of Reporting PersonS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AP Inception Co-Invest ML Borrower,
L.P. |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC USE
ONLY |
| 4 | CITIZENship
or place of organization Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | sole
voting power |
| --- | --- |
| | 0 shares |
| 6 | shared
voting power |
| | 69,609,000 |
| 7 | sole
dispositive power |
| | 0 shares |
| 8 | shared dispositive power |
| | 69,609,000
shares |

| 9 | aggregate
amount beneficially owned by each reporting person | |
| --- | --- | --- |
| | 69,609,000 shares | |
| 10 | check box if the aggregate amount in row (9) excludes certain shares ( See Instructions) | x |
| 11 | percent
of class represented by amount in row (9) | |
| | 30.8% | |
| 12 | type
of reporting person ( See Instructions) | |
| | PN | |

Field: Page; Sequence: 2; Options: NewSection; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence

Field: /Page

CUSIP No. 750102105

| 1 | Name
of Reporting PersonS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AP Inception ML Borrower, L.P. |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC USE
ONLY |
| 4 | CITIZENship
or place of organization Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | sole
voting power |
| --- | --- |
| | 0 shares |
| 6 | shared
voting power |
| | 60,000,000 shares |
| 7 | sole
dispositive power |
| | 0 shares |
| 8 | shared dispositive power |
| | 60,000,000 shares |

| 9 | aggregate
amount beneficially owned by each reporting person | |
| --- | --- | --- |
| | 60,000,000 shares | |
| 10 | check box if the aggregate amount in row (9) excludes certain shares ( See Instructions) | x |
| 11 | percent
of class represented by amount in row (9) | |
| | 26.5% | |
| 12 | type
of reporting person ( See Instructions) | |
| | PN | |

Field: Page; Sequence: 3; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 3 Field: /Sequence

Field: /Page

CUSIP No. 750102105

| 1 | Name
of Reporting PersonS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AP Inception Co-Invest GP, LLC |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC USE
ONLY |
| 4 | CITIZENship
or place of organization Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | sole
voting power |
| --- | --- |
| | 0 shares |
| 6 | shared
voting power |
| | 69,609,000 shares |
| 7 | sole
dispositive power |
| | 0 shares |
| 8 | shared dispositive power |
| | 69,609,000 shares |

Field: Page; Sequence: 4; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 4 Field: /Sequence

Field: /Page

CUSIP No. 750102105

| 1 | Name
of Reporting PersonS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AP Inception Co-Invest ML GP, LLC |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC USE
ONLY |
| 4 | CITIZENship
or place of organization Delaware |

Field: Page; Sequence: 5; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 5 Field: /Sequence

Field: /Page

CUSIP No. 750102105

| 1 | Name
of Reporting PersonS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Apollo Co-Investment Management, LLC |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC USE
ONLY |
| 4 | CITIZENship
or place of organization Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | sole
voting power |
| --- | --- |
| | 0 shares |
| 6 | shared
voting power |
| | 69,609,000 shares |
| 7 | sole
dispositive power |
| | 0
shares |
| 8 | shared dispositive power |
| | 69,609,000 shares |

Field: Page; Sequence: 6; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 6 Field: /Sequence

Field: /Page

CUSIP No. 750102105

| 1 | Name
of Reporting PersonS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AP Inception ML GP, LLC |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC USE
ONLY |
| 4 | CITIZENship
or place of organization Delaware |

Field: Page; Sequence: 7; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 7 Field: /Sequence

Field: /Page

CUSIP No. 750102105

| 1 | Name
of Reporting PersonS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AP VIII Inception Holdings GP, LLC |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC USE
ONLY |
| 4 | CITIZENship
or place of organization Delaware |

Field: Page; Sequence: 8; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 8 Field: /Sequence

Field: /Page

CUSIP No. 750102105

| 1 | Name
of Reporting PersonS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Apollo Management VIII, L.P. |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC USE
ONLY |
| 4 | CITIZENship
or place of organization Delaware |

Field: Page; Sequence: 9; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 9 Field: /Sequence

Field: /Page

CUSIP No. 750102105

| 1 | Name
of Reporting PersonS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AIF VIII Management, LLC |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC USE
ONLY |
| 4 | CITIZENship
or place of organization Delaware |

Field: Page; Sequence: 10; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 10 Field: /Sequence

Field: /Page

CUSIP No. 750102105

| 1 | Name
of Reporting PersonS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Apollo Management, L.P. |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC USE
ONLY |
| 4 | CITIZENship
or place of organization Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | sole
voting power |
| --- | --- |
| | 0 shares |
| 6 | shared
voting power |
| | 129,609,000 shares |
| 7 | sole
dispositive power |
| | 0 shares |
| 8 | shared dispositive power |
| | 129,609,000 shares |

| 9 | aggregate
amount beneficially owned by each reporting person | |
| --- | --- | --- |
| | 129,609,000 shares | |
| 10 | check box if the aggregate amount in row (9) excludes certain shares ( See Instructions) | ¨ |
| 11 | percent
of class represented by amount in row (9) | |
| | 57.3% | |
| 12 | type
of reporting person ( See Instructions) | |
| | PN | |

Field: Page; Sequence: 11; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 11 Field: /Sequence

Field: /Page

CUSIP No. 750102105

| 1 | Name
of Reporting PersonS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Apollo Management GP, LLC |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC USE
ONLY |
| 4 | CITIZENship
or place of organization Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | sole
voting power |
| --- | --- |
| | 0 shares |
| 6 | shared
voting power |
| | 129,609,000 shares |
| 7 | sole
dispositive power |
| | 0
shares |
| 8 | shared dispositive power |
| | 129,609,000 shares |

Field: Page; Sequence: 12; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 12 Field: /Sequence

Field: /Page

CUSIP No. 750102105

| 1 | Name
of Reporting PersonS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Apollo Management Holdings, L.P. |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC USE
ONLY |
| 4 | CITIZENship
or place of organization Delaware |

Field: Page; Sequence: 13; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 13 Field: /Sequence

Field: /Page

CUSIP No. 750102105

| 1 | Name
of Reporting PersonS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Apollo Management Holdings GP, LLC |
| --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC USE
ONLY |
| 4 | CITIZENship
or place of organization Delaware |

Field: Page; Sequence: 14; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 14 Field: /Sequence

Field: /Page

ITEM 1. (a)

Rackspace Technology, Inc.

(b) Address of Issuer’s Principal Executive Offices

1 Fanatical Place

City of Windcrest

San Antonio, Texas 78218

ITEM 2. (a)

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

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

AP Co-Invest is the sole member of AP Co-Invest ML, which is the general partner of AP Co-Invest Borrower. AP VIII is the sole member of AP Inception ML GP, LLC, which is the general partner of AP Borrower. Management VIII is the manager of AP VIII. AIF VIII LLC is the general partner of Management VIII. Co-Investment Management is the manager of AP Co-Invest.

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 AP Co-Invest Borrower, AP Borrower, AP Co-Invest, AP Co-Invest ML, Co-Investment Management, AP Inception ML GP, LLC, and AP VIII is 100 West Putnam Avenue, Greenwich, Connecticut 06830. The address of each of Management VIII, AIF VIII LLC, Apollo Management, Management GP, Management Holdings and Management Holdings GP is 9 West 57th Street, 41st Floor, New York, New York 10019.

Field: Page; Sequence: 15; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 15 Field: /Sequence

Field: /Page

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

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 September 30, 2024.

(a) Amount beneficially owned:

AP Co-Invest Borrower	69,609,000
AP Borrower	60,000,000
AP Co-Invest	69,609,000
AP Co-Invest ML	69,609,000
Co-Investment Management	69,609,000
AP Inception ML GP, LLC	60,000,000
AP VIII	60,000,000
Management VIII	60,000,000
AIF VIII LLC	60,000,000
Apollo Management	129,609,000
Management GP	129,609,000
Management Holdings	129,609,000
Management Holdings GP	129,609,000

AP Co-Invest, AP Co-Invest ML, Co-Investment Management, AP Inception ML GP, LLC, AP VIII, Management VIII, AIF VIII LLC, Apollo Management, Management GP, Management Holdings, and Management Holdings GP, and Messrs. Scott Kleinman, James Zelter, 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.

Field: Page; Sequence: 16; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 16 Field: /Sequence

Field: /Page

(b) Percent of class:

AP Co-Invest Borrower	30.8
AP Borrower	26.5 %
AP Co-Invest	30.8 %
AP Co-Invest ML	30.8 %
Co-Investment Management	30.8 %
AP Inception ML GP, LLC	26.5 %
AP VIII	26.5 %
Management VIII	26.5 %
AIF VIII LLC	26.5 %
Apollo Management	57.3 %
Management GP	57.3 %
Management Holdings	57.3 %
Management Holdings GP	57.3 %

The percentages are based on 226,032,947 shares of Common Stock outstanding as of August 5, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on August 9, 2024.

(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:

AP Co-Invest Borrower	69,609,000
AP Borrower	60,000,000
AP Co-Invest	69,609,000
AP Co-Invest ML	69,609,000
Co-Investment Management	69,609,000
AP Inception ML GP, LLC	60,000,000
AP VIII	60,000,000
Management VIII	60,000,000
AIF VIII LLC	60,000,000
Apollo Management	129,609,000
Management GP	129,609,000
Management Holdings	129,609,000
Management Holdings GP	129,609,000

(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:

AP Co-Invest Borrower	69,609,000
AP Borrower	60,000,000
AP Co-Invest	69,609,000
AP Co-Invest ML	69,609,000
Co-Investment Management	69,609,000
AP Inception ML GP, LLC	60,000,000
AP VIII	60,000,000
Management VIII	60,000,000
AIF VIII LLC	60,000,000
Apollo Management	129,609,000
Management GP	129,609,000
Management Holdings	129,609,000
Management Holdings GP	129,609,000

Field: Page; Sequence: 17; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 17 Field: /Sequence

Field: /Page

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: ¨

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.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.

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

Field: Page; Sequence: 18; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 18 Field: /Sequence

Field: /Page

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: November 14, 2024

| AP
Inception Co-Invest ML Borrower, L.P. — By: | AP Inception Co-Invest ML GP, LLC, | | |
| --- | --- | --- | --- |
| | its general partner | | |
| | By: | AP Inception Co-Invest GP, LLC, | |
| | | its sole member | |
| | | By: | /s/ James Elworth |
| | | Name: | James Elworth |
| | | Title: | Vice President |
| AP
Inception ML Borrower, L.P. | | | |
| By: | AP Inception ML GP, LLC, | | |
| | its general partner | | |
| | By: | AP VIII Inception Holdings GP, LLC, | |
| | | its sole member | |
| | | By: | /s/ James Elworth |
| | | Name: | James Elworth |
| | | Title: | Vice President |
| AP
Inception Co-Invest GP, LLC | | | |
| By: | /s/ James Elworth | | |
| Name: | James Elworth | | |
| Title: | Vice President | | |
| AP
Inception Co-Invest ML GP, LLC | | | |
| By: | AP Inception Co-Invest GP, LLC, | | |
| | its sole member | | |
| | By: | /s/ James Elworth | |
| | Name: | James Elworth | |
| | Title: | Vice President | |

Field: Page; Sequence: 19; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 19 Field: /Sequence

Field: /Page

| Apollo
Co-Investment Management, LLC — By: | /s/ James Elworth | |
| --- | --- | --- |
| Name: | James Elworth | |
| Title: | Vice President | |
| AP
INCEPTION ML GP, LLC | | |
| By: | AP VIII Inception Holdings GP, LLC, | |
| | its sole member | |
| | By: | /s/ James Elworth |
| | Name: | James Elworth |
| | Title: | Vice President |
| AP
VIII Inception Holdings GP, LLC | | |
| By: | /s/ James Elworth | |
| Name: | James Elworth | |
| Title: | Vice President | |
| APOLLO MANAGEMENT VIII, L.P. | | |
| By: | AIF VIII Management, LLC, | |
| | its general partner | |
| | By: | /s/ James Elworth |
| | Name: | James Elworth |
| | Title: | Vice President |
| AIF VIII MANAGEMENT, LLC | | |
| By: | /s/ James Elworth | |
| Name: | James Elworth | |
| Title: | Vice President | |
| APOLLO MANAGEMENT, L.P. | | |
| By: | Apollo Management GP, LLC, | |
| | its general partner | |
| | By: | /s/ James Elworth |
| | Name: | James Elworth |
| | Title: | Vice President |

Field: Page; Sequence: 20; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 20 Field: /Sequence

Field: /Page

APOLLO MANAGEMENT GP, LLC — By:	/s/ James Elworth
Name:	James Elworth
Title:	Vice President
APOLLO MANAGEMENT HOLDINGS, L.P.
By:	Apollo Management Holdings GP, LLC,
	its general partner
	By:	/s/ James Elworth
	Name:	James Elworth
	Title:	Vice President
APOLLO MANAGEMENT HOLDINGS GP,
LLC
By:	/s/ James Elworth
Name:	James Elworth
Title:	Vice President

Field: Page; Sequence: 21; Options: Last

Field: Sequence; Type: Arabic; Name: PageNo 21 Field: /Sequence

Field: /Page

AI assistant

Rackspace Technology, Inc. Major Shareholding Notification 2024

33224_mrq_2024-11-14_8ff6726b-b0e3-4ca9-b637-a15d795ec87a.zip

AI assistant

Rackspace Technology, Inc. — Major Shareholding Notification 2024

33224_mrq_2024-11-14_8ff6726b-b0e3-4ca9-b637-a15d795ec87a.zip

More from Rackspace Technology, Inc.

Rackspace Technology, Inc. Major Shareholding Notification 2024