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) 08/12/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | 08/12/2009 | S | 25,000(15) | D | $15.3929(16)(17) | 827,273 | I | Shares held by Giant Partners, LP.(11) | ||
Common Stock | 196,509(1) | D | ||||||||
Common Stock | 19,578,564(2) | I | Shares held by Trout, Ltd.(3) | |||||||
Common Stock | 213,825(4) | I | Shares held by Beaulieu River Rackinvest, LP.(5) | |||||||
Common Stock | 85,227 | I | Shares held by Grainger Weston Remainderman Fund.(6) | |||||||
Common Stock | 0(7) | I | Shares held by Beaulieu River Preferred, LP.(8) | |||||||
Common Stock | 0(9) | I | Shares are held by Beaulieu River Trout, Ltd.(10) | |||||||
Common Stock | 0(12) | I | Shares held by Knightsbridge, LC.(13) | |||||||
Common Stock | 91,266 | I | Shares held by or for the benefit of family members. | |||||||
Common Stock | 1,242,302 | I | Shares held by Wittington America, Ltd.(14) |
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. Includes 112,704 shares distributed by Beaulieu River Trout, Ltd. on May 29, 2009 and 19,385 shares distributed by Knightsbridge, LC on June 9, 2009. This amount excludes 4,281 shares that were distributed as bona fide gifts on June 9, 2009 and 6,000 shares distributed to accounts for the benefit of Mr. Weston's family members. |
2. Does not include 110,000 shares which were distributed as bona fide gifts on June 11, 2009 and 100,000 shares which were distributed as bona fide gifts on August 12, 2009. |
3. Mr. Weston is the sole owner of Knightsbridge, LC which is the general partner of Trout, Ltd. |
4. Does not include 85,266 shares which were distributed to one of the partners of Beaulieu River Rackinvest, LP. |
5. Mr. Weston is the general partner of Beaulieu River Rackinvest, LP. Mr. Weston disclaims any beneficial ownership of Beaulieu River Rackinvest, LP. except to the extent of any pecuniary interest therein. |
6. Mr. Weston's children are the beneficiaries of the Grainger Weston Remainderman Fund trust. Mr. Weston disclaims any beneficial ownership of the shares held by the trust. |
7. The shares previously held by Beaulieu River Preferred LP were distributed to its partners on June 2, 2009. |
8. Mr. Weston is the sole owner of Knightsbridge, LC which is the general partner of Beaulieu River Preferred, LP. Mr. Weston disclaims any beneficial ownership of Beaulieu River Preferred,LP except to the extent of any pecuniary interest therein. |
9. The shares previously held by Beaulieu River Trout, Ltd. were distributed to its partners on May 29, 2009. |
10. Mr. Weston is the sole owner of Knightsbridge, LC which is the general partner of Beaulieu River Trout, Ltd. Mr. Weston disclaims any beneficial ownership of Beaulieu River Trout, Ltd. except to the extent of any pecuniary interest therein. |
11. Mr. Weston is the sole owner of Knightsbridge, LC which is the general partner of Giant Partners, LP. |
12. The shares previously held by Knightsbridge, LC, plus 113 shares it received from the distribution of shares from Beaulieu River Trout, Ltd. on May 29, 2009, plus 17,536 shares it received from the distribution of Beaulieu River Preferred, LP on June 2, 2009, were distributed to the owners of Knightsbridge, LC on June 9, 2009. |
13. Mr. Weston is the sole owner of Knightsbridge, LC. |
14. 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. |
15. These shares were sold pursuant to Mr. Weston's Rule 10b5-1 trading plan adopted by Mr. Weston on June 9, 2009. |
16. The prices for these sales of shares ranged from $15.15 to $15.78 per share. |
17. 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. |
Remarks: |
William Alberts by Power of Attorney | 08/13/2009 | |
** 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. |