SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WESTON GRAHAM M

(Last)

(First)

(Middle)

C/O RACKSPACE HOSTING, INC.

5000 WALZEM ROAD

(Street)

SAN ANTONIO

78218

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RACKSPACE HOSTING, INC. [ RAX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2010		S		13,825⁽⁵⁾	D	$19.888⁽⁷⁾⁽⁹⁾	0	I	Shares held by Beaulieu River Rackinvest, LP.⁽¹⁾
Common Stock	03/02/2010		S		100,000⁽⁶⁾	D	$19.583⁽⁸⁾⁽⁹⁾	1,142,302	I	Shares held by Wittington America, Ltd.⁽⁴⁾
Common Stock								25,000	D
Common Stock								19,478,564	I	Shares held by Trout, Ltd.⁽²⁾
Common Stock								85,227	I	Shares held by the Weston Remainderman Fund.⁽³⁾
Common Stock								91,266	I	Shares held by or for the benefit of family members.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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 Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Mr. Weston is the general partner of Beaulieu River Rackinvest, LP. Mr. Weston disclaims any beneficial ownership of Beaulieu River Rackinvest, LP. except to the extent of any pecuniary interest therein.

2. Mr. Weston is the sole owner of Knightsbridge, LC which is the general partner of Trout, Ltd.

3. Mr. Weston's children are the beneficiaries of the Weston Remainderman Fund trust. Mr. Weston disclaims any beneficial ownership of the shares held by the trust.

4. Mr. Weston is the sole owner of Knightsbridge, LC which is the general partner of Wittington America, Ltd. Mr. Weston disclaims any beneficial ownership of Wittington America, Ltd. except to the extent of any pecuniary interest therein.

5. These shares were sold pursuant to Beaulieu River Rackinvest LP 10b5-1 trading plan adopted by the general partner of Beaulieu River Rackinvest LP on December 14, 2009.

6. These shares were sold pursuant to Wittington America, Ltd. Rule 10b5-1 trading plan adopted by the general partner of Wittington America, Ltd. on December 14, 2009.

7. The prices for these sales of shares ranged from $19.76 to $20.00 per share.

8. The prices for these sales of shares ranged from $19.32 to $19.97 per share.

9. The registrant undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

Remarks:

	/s/ William Alberts by Power of Attorney	03/03/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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