SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	08/31/2012		G	60,000	D	$0	194,800⁽¹⁾	D
Common Stock							15,278,564⁽¹⁾	I	Shares held by Trout, Ltd.⁽²⁾
Common Stock							2,457,214⁽¹⁾	I	Shares held by Wittington America, Ltd.⁽³⁾
Common Stock							7,054⁽¹⁾	I	Shares held by Knightsbridge L.C.⁽⁴⁾
Common Stock							1,195⁽¹⁾	I	Shares held by Overlord Capital Inc⁽⁵⁾
Common Stock							85,227	I	Shares held by the Weston Remainderman Fund⁽⁶⁾
Common Stock							91,266	I	Shares held by or for the benefit of family members
Common Stock							844,646⁽¹⁾	I	Shares held by The Ruby USA Trust⁽⁷⁾

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)	4. Transaction Code (Instr. 8)	(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. During 2012, Mr. Weston made transfers among his beneficially held entities as follows: Trout, Ltd. transferred, 1,994,646 shares to The Ruby 2003 Trust, 3,358 shares to Knightsbridge, L.C. and 1,996 shares to Overload Capital, Inc.; The Ruby 2003 Trust then transferred 1,994,646 shares to The Ruby Trust USA; The Ruby Trust USA then transferred 150,000 shares to Mr. Weston and 1,000,000 shares to Wittington America, Ltd., and Overload Capital, Inc. transferred 1,001 shares to Wittington America, Ltd.

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

3. 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.

4. Mr. Weston is the sole owner of Knightsbridge, LC

5. Mr. Weston is the sole owner of Overlord Capital, Inc.

6. 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.

7. Mr. Weston is sole ouwner of The Ruby Trust USA.

Remarks:

	William Alberts by Power of Attorney	04/04/2013
	** 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).
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