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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
RACKSPACE HOSTING, INC. [ RAX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/03/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/05/2012 |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/12/2012 | J | V | 140,810(1) | D | $0 | 0 | I | Lewis Jefferson Moorman IV 2009 Trust(11) | |
Common Stock | 03/12/2012 | J | V | 140,810(2)(4) | D | $0 | 0 | I | Held by the Laura Howell Moorman 2009 Trust(12) | |
Common Stock | 03/12/2012 | J | V | 7,373(3) | A | $0 | 751,150 | D | ||
Common Stock | 03/12/2012 | J | V | 7,373(4) | A | $0 | 51,275 | I | Held by Mr. Moorman's wife | |
Common Stock | 03/12/2012 | J | V | 88,958(1)(2) | A | $0 | 92,555 | I | The Sarah Ladd Moorman 2007 Trust(10) | |
Common Stock | 12/03/2012 | S | 30,000(5) | D | $68.22(8)(9) | 62,555 | I | The Sarah Ladd Moorman 2007 Trust(10) | ||
Common Stock | 03/12/2012 | J | V | 88,958(1)(2) | A | $0 | 92,555 | I | Held by the Reese Howell Moorman 2007 Trust(10) | |
Common Stock | 12/03/2012 | S | 30,000(6) | D | $68.2232(8)(9) | 62,555 | I | Held by the Reese Howell Moorman 2007 Trust(10) | ||
Common Stock | 03/12/2012 | J | V | 88,958(1)(2) | A | $0 | 92,555 | I | Held by the John Wood Moorman 2007 Trust(10) | |
Common Stock | 12/03/2012 | S | 30,000(7) | D | $68.2154(8)(9) | 62,555 | I | Held by the John Wood Moorman 2007 Trust(10) | ||
Common Stock | 109,343(13) | I | Held by the Lewis Jefferson Moorman IV 2007 Trust |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. On March 12, 2012, the Trust transferred all 140,810 of the Rackspace shares held as follows: 44,479 to each of The Sarah Ladd 2007 Trust, Reese Howell Moorman 2007 Trust and John Wood Moorman Trust 2007 as annuity pursuant to the terms of trust, and 7,373 shares to Mr. Moorman. |
2. On March 12, 2012, the Trust transferred all 140,810 shares held as follows: 44,479 shares were transferred equally to each of The Sarah Ladd 2007 Trust, Reese Howell Moorman 2007 Trust and John Wood Moorman Trust 2007 as annuity pursuant to the terms of the trust and 7,373 shares to Mr. Moorman's wife. |
3. On March 12, 2012, Mr. Moorman's wife contributed 164,182 shares of Rackspace common stock to a grantor retained annuity trust. On March 12, 2012 7,373 of the shares were transferred to Mr. Moorman's wife as annuity pursuant to the terms of trust |
4. On March 12, 2012, Mr. Moorman contributed 164,182 shares of Rackspace common stock to a grantor retained annuity trust. On March 12, 2012 44,479 of the shares were transferred equally to each of The Sarah Ladd 2007 Trust, Reese Howell Moorman 2007 Trust and John Wood Moorman Trust 2007 as annuity pursuant to the terms of trust |
5. These shares were sold pursuant to the Rule 10b5-1 trading plan adopted by the Trustee of the Sarah Ladd Moorman 2007 Trust. |
6. These shares were sold pursuant to the Rule 10b5-1 trading plan adopted by the Trustee of the Reese Howell Moorman 2007 Trust. |
7. These shares were sold pursuant to the Rule 10b5-1 trading plan adopted by the Trustee of the John Wood Moorman 2007 Trust. |
8. The prices for the sale of these shares ranged from $67.35 to $69.49 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. |
10. Mr. Moorman disclaims beneficial ownership of these shares except to the extent of his pecuniary interest. |
11. Mr. Moorman is the trustee of the Lewis Jefferson Moorman IV 2009 Grantor Retained Annuity Trust. |
12. Mr. Moorman's wife is the Trustee of the Laura Howell Moorman 2009 Grantor Retained Annuity Trust. |
13. Amended solely for the purposes of correcting the filed amount of securities beneficially held by the Lewis Jefferson Moorman IV Trust. |
Remarks: |
/s/ William Alberts by Power of Attorney | 02/21/2013 | |
** 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. |