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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RACKSPACE HOSTING, INC. [ RAX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/27/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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. 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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/27/2012 | A | 109,451(1) | A | $0 | 464,971 | D | |||
Common Stock | 02/27/2012 | A | 300,000(2) | A | $0 | 764,971 | D | |||
Common Stock | 58,902 | I | Held by Mr. Moorman's wife | |||||||
Common Stock | 179,843 | I | Lewis Jefferson Moorman IV 2007 Trust | |||||||
Common Stock | 168,093 | I | Held by the Lewis Jefferson Moorman IV 2007 Trust | |||||||
Common Stock | 8,097 | I | The Sarah Ladd Moorman 2007 Trust(3) | |||||||
Common Stock | 8,097 | I | Held by the Reese Howell Moorman 2007 Trust(3) | |||||||
Common Stock | 8,097 | I | Held by the John Wood Moorman 2007 Trust(3) | |||||||
Common Stock | 140,810 | I | Held by the Laura Howell Moorman 2009 Trust(4) | |||||||
Common Stock | 140,810 | I | Lewis Jefferson Moorman IV 2009 Trust(5) |
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 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. These shares were issued in the form of a performance-based Restricted Stock Award (PSA). The shares under the PSA are subject to a cliff vest that is based on the Company's stock price, revenue and profitability performance, which will be measured three years from the grant date. |
2. These shares were issued pursuant to the vesting of shares under a performance-based Restricted Stock Unit Award (PSU). The performance criteria achieved was the favorable comparison of the Company's total shareholder return (TSR) performance in relation to companies that make up the Russell 2000 index (the Company ranked in the 98th percentile during the performance period). The TSR performance was measured three years from the PSU grant date of February 24, 2009. |
3. Mr. Moorman disclaims beneficial ownership of these shares except to the extent of his pecuniary interest. |
4. Mr. Moorman's wife is the Trustee of the Laura Howell Moorman 2009 Grantor Retained Annuity Trust. |
5. Mr. Moorman is the trustee of the Lewis Jefferson Moorman IV 2009 Grantor Retained Annuity Trust. |
Remarks: |
/s/ William Alberts by Power of Attorney | 02/27/2012 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |