SEC FORM 4/A

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^*

Rhodes Taylor

(Last)

(First)

(Middle)

1 FANATICAL PLACE

CITY OF WINDCREST

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/10/2014

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	02/18/2014		F		350	D	$34.97	20,752⁽⁵⁾	D
Common Stock	03/06/2014		A		11,876⁽¹⁾⁽²⁾	A	$0	32,628⁽⁵⁾	D
Common Stock	03/06/2014		A		79,176⁽¹⁾⁽³⁾	A	$0	111,804⁽⁵⁾	D

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)
Employee Stock Option (Right to Buy)	$37.89	03/06/2014		A			24,698⁽¹⁾	⁽⁴⁾	03/06/2021	Common Stock	24,698	$0	24,698	D

Explanation of Responses:

1. Granted pursuant to the Rackspace Hosting, Inc. 2007 Long Term Incentive Plan.

2. These shares were granted in the form of Restricted Stock Units (RSU's). Each RSU represents a contingent right to receive one share of Rackspace Hosting, Inc. common stock. 1/4 of the shares under the RSU grant shall vest and be delivered promptly after each anniversary of the grant date of March 6, 2014.

3. These shares were granted in the form of Restricted Stock Units (RSU's). Each RSU represents a contingent right to receive one share of Rackspace Hosting, Inc. common stock. 1/3 of the shares under the RSU grant shall vest at the end of a one year period and 2/3 of the shares under the RSU grant shall vest at the end of a two year period. The award agreement contains a vesting acceleration provision that would accelerate the vesting of the RSU in the event that Mr. Rhodes is terminated without "Cause" or terminates his employment for "Good Reason."

4. 1/4 of the shares shall vest within a four year period provided that the Issuer's common stock closing price has increased 25% from the closing price of the Issuer's common stock at any time during the seven year agreement.

5. Amended solely for the purposes of correcting the filed amount of securities awarded to and directly held by Mr. Rhodes and to correct the date of the earliest transaction reported.

Remarks:

	/s/ William Alberts by Power of Attorney	04/11/2014
	** 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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