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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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*
MOORMAN LEW

(Last) (First) (Middle)
C/O RACKSPACE HOSTING, INC.,
5000 WALZEM ROAD

(Street)
SAN ANTONIO TX 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 10% Owner
X Officer (give title below) Other (specify below)
President, Cloud
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2012
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 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 121,093 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.
Remarks:
/s/ William Alberts by Power of Attorney 12/05/2012
** 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.