SC 13G/A 1 a21-9308_1sc13ga.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

Rackspace Technology, Inc.

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

750102105

(CUSIP Number)

December 31, 2020

(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).

SEC 1745 (3-06)

CUSIP No. 750102105

	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
	AP Inception Co-Invest ML Borrower, L.P.
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2				(a) ¨
				(b) ¨
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
		5	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
			0 shares of Common Stock
		6	SHARED VOTING POWER

			69,609,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER

			0 shares of Common Stock
		8	SHARED DISPOSITIVE POWER

			69,609,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	69,609,000 shares of Common Stock
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)

	34.8%
12	TYPE OF REPORTING PERSON (See Instructions)

	PN

CUSIP No. 750102105

	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
	AP Inception ML Borrower, L.P.
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2				(a) ¨
				(b) ¨
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
		5	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
			0 shares of Common Stock
		6	SHARED VOTING POWER

			60,000,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER

			0 shares of Common Stock
		8	SHARED DISPOSITIVE POWER

			60,000,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	60,000,000 shares of Common Stock
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)

	30.0%
12	TYPE OF REPORTING PERSON (See Instructions)

	PN

CUSIP No. 750102105

	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
	AP Inception Co-Invest GP, LLC
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2				(a) ¨
				(b) ¨
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
		5	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
			0 shares of Common Stock
		6	SHARED VOTING POWER

			69,609,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER

			0 shares of Common Stock
		8	SHARED DISPOSITIVE POWER

			69,609,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	69,609,000 shares of Common Stock
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)

	34.8%
12	TYPE OF REPORTING PERSON (See Instructions)

	OO

CUSIP No. 750102105

	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
	AP Inception Co-Invest ML GP, LLC
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2				(a) ¨
				(b) ¨
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
		5	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
			0 shares of Common Stock
		6	SHARED VOTING POWER

			69,609,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER

			0 shares of Common Stock
		8	SHARED DISPOSITIVE POWER

			69,609,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	69,609,000 shares of Common Stock
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)

	34.8%
12	TYPE OF REPORTING PERSON (See Instructions)

	OO

CUSIP No. 750102105

	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
	Apollo Co-Investment Management, LLC
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2				(a) ¨
				(b) ¨
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
		5	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
			0 shares of Common Stock
		6	SHARED VOTING POWER

			69,609,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER

			0 shares of Common Stock
		8	SHARED DISPOSITIVE POWER

			69,609,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	69,609,000 shares of Common Stock
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)

	34.8%
12	TYPE OF REPORTING PERSON (See Instructions)

	OO

CUSIP No. 750102105

	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
	AP Inception ML GP, LLC
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2				(a) ¨
				(b) ¨
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
		5	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
			0 shares of Common Stock
		6	SHARED VOTING POWER

			60,000,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER

			0 shares of Common Stock
		8	SHARED DISPOSITIVE POWER

			60,000,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	60,000,000 shares of Common Stock
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)

	30.0%
12	TYPE OF REPORTING PERSON (See Instructions)

	OO

CUSIP No. 750102105

	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
	AP VIII Inception Holdings GP, LLC
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2				(a) ¨
				(b) ¨
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
		5	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
			0 shares of Common Stock
		6	SHARED VOTING POWER

			60,000,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER

			0 shares of Common Stock
		8	SHARED DISPOSITIVE POWER

			60,000,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	60,000,000 shares of Common Stock
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)

	30.0%
12	TYPE OF REPORTING PERSON (See Instructions)

	OO

CUSIP No. 750102105

	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
	Apollo Management VIII, L.P.
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2				(a) ¨
				(b) ¨
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
		5	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
			0 shares of Common Stock
		6	SHARED VOTING POWER

			60,000,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER

			0 shares of Common Stock
		8	SHARED DISPOSITIVE POWER

			60,000,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	60,000,000 shares of Common Stock
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)

	30.0%
12	TYPE OF REPORTING PERSON (See Instructions)

	PN

CUSIP No. 750102105

	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
	AIF VIII Management, LLC
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2				(a) ¨
				(b) ¨
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
		5	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
			0 shares of Common Stock
		6	SHARED VOTING POWER

			60,000,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER

			0 shares of Common Stock
		8	SHARED DISPOSITIVE POWER

			60,000,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	60,000,000 shares of Common Stock
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)

	30.0%
12	TYPE OF REPORTING PERSON (See Instructions)

	OO

CUSIP No. 750102105

	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
	Apollo Management, L.P.
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2				(a) ¨
				(b) ¨
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
		5	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
			0 shares of Common Stock
		6	SHARED VOTING POWER

			129,609,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER

			0 shares of Common Stock
		8	SHARED DISPOSITIVE POWER

			129,609,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	129,609,000 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	64.7%
12	TYPE OF REPORTING PERSON (See Instructions)

	PN

CUSIP No. 750102105

	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
	Apollo Management GP, LLC
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2				(a) ¨
				(b) ¨
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
		5	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
			0 shares of Common Stock
		6	SHARED VOTING POWER

			129,609,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER

			0 shares of Common Stock
		8	SHARED DISPOSITIVE POWER

			129,609,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	129,609,000 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	64.7%
12	TYPE OF REPORTING PERSON (See Instructions)

	OO

CUSIP No. 750102105

	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
	Apollo Management Holdings, L.P.
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2				(a) ¨
				(b) ¨
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
		5	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
			0 shares of Common Stock
		6	SHARED VOTING POWER

			129,609,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER

			0 shares of Common Stock
		8	SHARED DISPOSITIVE POWER

			129,609,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	129,609,000 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	64.7%
12	TYPE OF REPORTING PERSON (See Instructions)

	PN

CUSIP No. 750102105

	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
1
	Apollo Management Holdings GP, LLC
	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2				(a) ¨
				(b) ¨
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
		5	SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
			0 shares of Common Stock
		6	SHARED VOTING POWER

			129,609,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER

			0 shares of Common Stock
		8	SHARED DISPOSITIVE POWER

			129,609,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	129,609,000 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	64.7%
12	TYPE OF REPORTING PERSON (See Instructions)

	CO

EXPLANATORY NOTE

This amendment to Schedule 13G is being filed to reflect changes among the Reporting Persons (as defined below) due to margin loans of the Issuer’s securities among such Reporting Persons. Despite the margin loans, there has been no change to the Reporting Persons’ aggregate beneficial ownership of the Issuer’s securities.

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 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 One Manhattanville Road, Suite 201, Purchase, New York 10577. 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, 43rd Floor, New York, New York 10019.

	(c)	Citizenship
		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 the date of filing of this Schedule 13G.

	(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. 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:

	AP Co-Invest Borrower		34.8	%
	AP Borrower		30.0	%
	AP Co-Invest		34.8	%
	AP Co-Invest ML		34.8	%
	Co-Investment Management		34.8	%
	AP Inception ML GP, LLC		30.0	%
	AP VIII		30.0	%
	Management VIII		30.0	%
	AIF VIII LLC		30.0	%
	Apollo Management		64.7	%
	Management GP		64.7	%
	Management Holdings		64.7	%
	Management Holdings GP		64.7	%

	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.

(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:

	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

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.

Item 9.	Notice of Dissolution of Group. Not applicable.

Item 10.	Certification. Not applicable.

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

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: March 12, 2021

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

APOLLO CO-INVESTMENT MANAGEMENT, LLC

By:		/s/ James Elworth
Name:		James Elworth
Title:		Vice President

AP INCEPTION ML GP, LLC

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

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

SEC Form SC 13G/A filed