Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RFNJpEr30KWp36Jl/EVb7RnnBrSUjrikSucst9yhdxEjqUBTrIgLL29NQr08ojmm gMPNe7ogSFeUR9YYgWP/4w== 0001193125-09-027054.txt : 20090212 0001193125-09-027054.hdr.sgml : 20090212 20090212153051 ACCESSION NUMBER: 0001193125-09-027054 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RACKSPACE HOSTING, INC. CENTRAL INDEX KEY: 0001107694 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 743016523 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-84662 FILM NUMBER: 09594505 BUSINESS ADDRESS: STREET 1: 5000 WALZEM RD. CITY: SAN ANTONIO STATE: TX ZIP: 78218 BUSINESS PHONE: 2103124000 MAIL ADDRESS: STREET 1: 5000 WALZEM RD. CITY: SAN ANTONIO STATE: TX ZIP: 78218 FORMER COMPANY: FORMER CONFORMED NAME: RACKSPACE INC DATE OF NAME CHANGE: 20080403 FORMER COMPANY: FORMER CONFORMED NAME: RACKSPACE MANAGED HOSTING INC DATE OF NAME CHANGE: 20000725 FORMER COMPANY: FORMER CONFORMED NAME: RACKSPACE COM INC DATE OF NAME CHANGE: 20000224 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORWEST VENTURE PARTNERS VIII LP CENTRAL INDEX KEY: 0001176230 IRS NUMBER: 411971716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650 321-8000 MAIL ADDRESS: STREET 1: C/O NORWEST VENTURE PARTNERS STREET 2: 525 UNIVERSITY AVENUE, SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Rackspace Hosting, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

750086100

(CUSIP Number)

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).

13G

CUSIP NO. 750086100


1)		NAME OF REPORTING PERSON Norwest Venture Partners VIII, LP
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5) SOLE VOTING POWER 11,071,098
		(6) SHARED VOTING POWER 0
		(7) SOLE DISPOSITIVE POWER 11,071,098
		(8) SHARED DISPOSITIVE POWER 0


9)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,071,098
10)		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.5%
12)		TYPE OF REPORTING PERSON PN

13G

CUSIP NO. 750086100


1)		NAME OF REPORTING PERSON Itasca VC Partners VIII, LLP
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5) SOLE VOTING POWER 11,071,098
		(6) SHARED VOTING POWER 0
		(7) SOLE DISPOSITIVE POWER 11,071,098
		(8) SHARED DISPOSITIVE POWER 0


9)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,071,098
10)		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.5%
12)		TYPE OF REPORTING PERSON PN

13G

CUSIP NO. 750086100


1)		NAME OF REPORTING PERSON Promod Haque
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5) SOLE VOTING POWER 18,661,525
		(6) SHARED VOTING POWER 0
		(7) SOLE DISPOSITIVE POWER 18,661,525
		(8) SHARED DISPOSITIVE POWER 0


9)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,661,525
10)		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16%
12)		TYPE OF REPORTING PERSON IN

13G

CUSIP NO. 750086100


1)		NAME OF REPORTING PERSON George J. Still, Jr.
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5) SOLE VOTING POWER 18,661,525
		(6) SHARED VOTING POWER 0
		(7) SOLE DISPOSITIVE POWER 18,661,525
		(8) SHARED DISPOSITIVE POWER 0


9)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,661,525
10)		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16%
12)		TYPE OF REPORTING PERSON IN

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Item 1

(a)

Name of Issuer:

Rackspace Hosting, Inc.

Item 1

(b)

Address of Issuer’s Principal Executive Offices:

5000 Walzem Road

San Antonio, Texas 78218

Item 2

(a)

Name of Person Filing:

1. Norwest Venture Partners VIII, LP

2. Itasca VC Partners VIII, LLP

3. George J. Still, Jr.

4. Promod Haque

Item 2

(b)

Address of Principal Business Office or, if None, Residence:

1. Norwest Venture Partners VIII, LP

c/o Norwest Venture Partners

525 University Avenue, Suite 800

Palo Alto, CA 94301

2. Itasca VC Partners VIII, LLP

c/o Norwest Venture Partners

525 University Avenue, Suite 800

Palo Alto, CA 94301

3. George J. Still, Jr.

c/o Norwest Venture Partners

525 University Avenue, Suite 800

Palo Alto, CA 94301

4. Promod Haque

c/o Norwest Venture Partners

525 University Avenue, Suite 800

Palo Alto, CA 94301

This statement is filed by Norwest Venture Partners VIII, LP on behalf of all of the persons listed above pursuant to Rule 13d-1(d) and Rule 13d-1(k). Norwest Venture Partners VIII, LP is a Delaware limited partnership, whose general partner is Itasca VC Partners VIII, LLP. George J. Still, Jr. and Promod Haque are the managing partners of Itasca VC Partners VIII, LLP.

Item 2

(c)

Citizenship:

1. Norwest Venture Partners VIII, LP: Delaware

2. Itasca VC Partners VIII, LLP: Delaware

3. George J. Still: United States of America

4. Promod Haque: United States of America

Item 2

(d)

Title of Class of Securities:

Common Stock

Item 2

(e)

CUSIP Number:

750086100

Item 3

Not Applicable



Item 4		Ownership:

		(1) Norwest Venture Partners VIII, LP (“NVP VIII”): At December 31, 2008, NVP VIII owned of record 11,071,098 shares of Issuer’s common stock (“Common Stock”). This amount represents 9.5% of the total shares of Common Stock outstanding at this date. (2) Itasca VC Partners VIII, LLP (“Itasca VC VIII”): At December 31, 2008, Itasca VC VIII may be deemed to have beneficially owned, by virtue of its status as general partner of NVP VIII, 11,071,098 shares of Common Stock. This amount represents 9.5% of the total shares of Issuer’s Common Stock outstanding at this date. (3) Promod Haque: At December 31, 2008, Promod Haque may be deemed to have beneficially owned 18,661,525 shares of Common Stock consisting of the following: (1) 11,071,098 shares of Common Stock by virtue of his status as a managing partner of Itasca VC VIII, the general partner of NVP VIII, the record owner of such shares; (2) 4,831,292 shares of Common Stock by virtue of his status as the managing partner of Itasca VC Partners VII-A, LLC (“Itasca VC VII-A”), the general partner of Norwest Venture Partners VII-A,LP (“NVP VII-A”) the record owner of such shares;(3) 60,341 shares of Common Stock by virtue of his status as the managing partner of Genesis VC Partners IX, LLC (“Genesis VC IX”), the general partner of NVP Entrepreneurs Fund IX, L.P., the record owner of such shares; (4) 2,189,350 shares of Common Stock by virtue of his status as the managing partner of Genesis VC IX, the general partner of Norwest Venture Partners IX, LP, the record owner of such shares; and (5) 509,444 shares of Common Stock by virtue of his status as the managing partner of Itasca VC VIII, the general partner of NVP Entrepreneurs Fund VIII, L.P., the record owner of such shares. This amount represents 16% of the total shares of Common Stock outstanding at this date. (4) George J. Still, Jr.: At December 31, 2008, George J. Still, Jr. may be deemed to have beneficially owned 18,661,525 shares of Common Stock consisting of the following: (1) 11,071,098 shares of Common Stock by virtue of his status as a managing partner of Itasca VC VIII, the general partner of NVP VIII, the record owner of such shares; (2) 4,831,292 shares of Common Stock by virtue of his status as the managing partner of Itasca VC VII-A, the general partner of NVP VII-A, the record owner of such shares;(3) 60,341 shares of Common Stock by virtue of his status as the managing partner of Genesis VC IX, the general partner of NVP Entrepreneurs Fund IX, L.P., the record owner of such shares; (4) 2,189,350 shares of Common Stock by virtue of his status as the managing partner of Genesis VC IX, the general partner of Norwest Venture Partners IX, L.P., the record owner of such shares; and (5) 509,444 shares of Common Stock by virtue of his status as the managing partner of Itasca VC VIII, the general partner of NVP Entrepreneurs Fund VIII, L.P., the record owner of such shares. This amount represents 16% of the total shares of Common Stock outstanding at this date.

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 persons have ceased to be beneficial owners of more than five percent of the class of securities, check the following ¨.

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 or Control Person:

		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.

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: February 11, 2009


NORWEST VENTURE PARTNERS VIII, LP

By ITASCA VC PARTNERS VIII, LLP, as general partner

By:		/s/ Kurt L. Betcher
		Kurt L. Betcher, Chief Financial Officer

AGREEMENT

The undersigned hereby agree that this Schedule 13G to which this Agreement is attached shall be filed by Norwest Venture Partners VIII, LP on its own behalf and on behalf of (a) Itasca VC Partners VIII, LLP, a Delaware limited liability company, (b) George J. Still, Jr. and (c) Promod Haque

Dated: February 11, 2009


Norwest Venture Partners VIII, LP

By Itasca VC Partners VIII, LLP, as general partner

By:		/s/ Kurt L. Betcher
		Kurt L. Betcher, Chief Financial Officer

Itasca VC Partners VIII, LLP

By:		/s/ Kurt L. Betcher
		Kurt L. Betcher, Chief Financial Officer

/s/ Kurt L. Betcher
Kurt L. Betcher, as Attorney-in-fact for George J. Still, Jr.

/s/ Kurt L. Betcher
Kurt L. Betcher, as Attorney-in-fact for Promod Haque

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