Annual Statement of Changes in Beneficial Ownership (5)
January 28 2022 - 4:03PM
Edgar (US Regulatory)
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0362
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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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1. Name and Address of Reporting Person
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Searchlight Capital Partners II GP, LLC | 2. Issuer Name and Ticker or Trading SymbolRackspace Technology, Inc. [RXT] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former Stockholder |
(Last)
(First)
(Middle)
745 FIFTH AVENUE, 27TH FLOOR | 3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2021 |
(Street)
NEW YORK, NY 10151
(City)
(State)
(Zip)
| 4. If Amendment, Date Original Filed(MM/DD/YYYY) | 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form Filed by One Reporting Person
_X_ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any | 3. Trans. 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) |
Amount | (A) or (D) | Price |
Common Stock | 3/10/2021 | | S | 9012 | D | $21.0028 | 0 | I | See footnote (1) |
Common Stock | 3/11/2021 | | S | 106163 | D | $21.0172 | 0 | I | See footnote (1) |
Common Stock | 3/12/2021 | | S | 2560 | D | $21.0134 | 0 | I | See footnote (1) |
Common Stock | 3/15/2021 | | S | 1715953 | D | $23.2212 | 0 | I | See footnote (1) |
Common Stock | 3/16/2021 | | S | 966312 | D | $23.1055 | 0 | I | See footnote (1) |
Common Stock | 3/17/2021 | | S | 600000 | D | $23.5219 | 0 | I | See footnote (1) |
Common Stock | 3/18/2021 | | S | 300112 | D | $23.2516 | 0 | I | See footnote (1) |
Common Stock | 3/19/2021 | | S | 792446 | D | $23.6539 | 0 | I | See footnote (1) |
Common Stock | 3/22/2021 | | S | 839748 | D | $23.7166 | 0 | I | See footnote (1) |
Common Stock | 3/23/2021 | | S | 179615 | D | $23.2350 | 0 | I | See footnote (1) |
Common Stock | 3/24/2021 | | S | 100 | D | $23.0100 | 0 | I | See footnote (1) |
Common Stock | 3/25/2021 | | S | 500000 | D | $23.5956 | 0 | I | See footnote (1) |
Common Stock | 3/26/2021 | | S | 450000 | D | $23.8964 | 0 | I | See footnote (1) |
Common Stock | 3/29/2021 | | S | 36271 | D | $23.6174 | 0 | I | See footnote (1) |
Common Stock | 3/30/2021 | | S | 21708 | D | $23.4932 | 0 | I | See footnote (1) |
Common Stock | 3/31/2021 | | S | 526315 | D | $23.9469 | 0 | I | See footnote (1) |
Common Stock | 4/1/2021 | | S | 953685 | D | $24.1078 | 0 | I | See footnote (1) |
Common Stock | 4/1/2021 | | S | 277465 | D | $25.1312 | 0 | I | See footnote (1) |
Common Stock | 4/5/2021 | | S | 347535 | D | $25.8470 | 0 | I | See footnote (1) |
Common Stock | 4/6/2021 | | S | 167150 | D | $25.5571 | 0 | I | See footnote (1) |
Common Stock | 4/7/2021 | | S | 163140 | D | $25.3666 | 0 | I | See footnote (1) |
Common Stock | 4/8/2021 | | S | 134710 | D | $25.4752 | 0 | I | See footnote (1) |
Common Stock | 4/9/2021 | | S | 254109 | D | $26.0847 | 0 | I | See footnote (1) |
Common Stock | 4/12/2021 | | S | 167782 | D | $25.4787 | 0 | I | See footnote (1) |
Common Stock | 4/13/2021 | | S | 99541 | D | $25.1307 | 0 | I | See footnote (1) |
Common Stock | 4/14/2021 | | S | 288568 | D | $25.7324 | 0 | I | See footnote (1) |
Common Stock | 4/15/2021 | | S | 130000 | D | $25.3502 | 0 | I | See footnote (1) |
Common Stock | 4/16/2021 | | S | 220000 | D | $25.2327 | 0 | I | See footnote (1) |
Common Stock | 4/19/2021 | | S | 79432 | D | $25.1954 | 0 | I | See footnote (1) |
Common Stock | 4/20/2021 | | S | 170568 | D | $25.1155 | 0 | I | See footnote (1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 (MM/DD/YYYY) | 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 at End of Issuer's Fiscal Year (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Represented 5,968,451 securities previously held of record by Searchlight Capital II, L.P. and 6,031,549 securities held of record by Searchlight Capital II PV, L.P. (the "Record Holders"). Searchlight Capital Partners II GP, L.P. (the "GP LP") is the general partner of the Record Holders and Searchlight Capital Partners II GP, LLC is the general partner of the GP LP (the foregoing, collectively, together with the Record Holders, the "Reporting Persons"). Erol Uzumeri, Eric Zinterhofer and Oliver Haarmann are members of the board of managers of Searchlight Capital Partners II GP, LLC. |
Remarks: Balance of trades reflected in Table I are included in Exhibit 99.1 of this Form. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Searchlight Capital Partners II GP, LLC 745 FIFTH AVENUE, 27TH FLOOR NEW YORK, NY 10151 |
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| Former Stockholder |
Searchlight Capital Partners II GP, L.P. 745 FIFTH AVENUE, 27TH FLOOR NEW YORK, NY 10151 |
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| Former Stockholder |
Searchlight Capital II, L.P. 745 FIFTH AVENUE, 27TH FLOOR NEW YORK, NY 10151 |
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| Former Stockholder |
Searchlight Capital II PV, L.P. 745 FIFTH AVENUE, 27TH FLOOR NEW YORK, NY 10151 |
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| Former Stockholder |
Signatures
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Searchlight Capital Partners II GP, LLC By: /s/ Darren Glatt, authorized person | | 1/28/2022 |
**Signature of Reporting Person | Date |
Searchlight Capital Partners II GP, L.P. By: Searchlight Capital Partners II GP, LLC, its general partner By: /s/ Darren Glatt, authorized person | | 1/28/2022 |
**Signature of Reporting Person | Date |
Searchlight Capital II, L.P. By: Searchlight Capital Partners II GP, L.P., its general partner By: /s/ Darren Glatt, authorized person | | 1/28/2022 |
**Signature of Reporting Person | Date |
Searchlight Capital II PV, L.P. By: Searchlight Capital Partners II GP, L.P., its general partner By: /s/ Darren Glatt, authorized person | | 1/28/2022 |
**Signature of Reporting Person | Date |
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