SEC FORM 4

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^*

Roenigk Mark

(Last)

(First)

(Middle)

C/O RACKSPACE HOSTING, INC.

1 FANATICAL PLACE

(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)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2016

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)
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	11/03/2016		D		174,697	D	⁽¹⁾⁽²⁾	0	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)
Non-Qualified Stock Option (right to buy)	$19.89	11/03/2016		D			8,500	⁽³⁾	⁽³⁾	Common Stock	8,500	$0	0	D
Non-Qualified Stock Option (right to buy)	$18.66	11/03/2016		D			4,590	⁽³⁾	⁽³⁾	Common Stock	4,590	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$38.62	11/03/2016		D			6,622	⁽³⁾	⁽³⁾	Common Stock	6,622	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$35.41	11/03/2016		D			7,409	⁽³⁾	⁽³⁾	Common Stock	7,409	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$54.12	11/03/2016		D			4,360	⁽³⁾	⁽³⁾	Common Stock	4,360	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$53.47	11/03/2016		D			4,888	⁽³⁾	⁽³⁾	Common Stock	4,888	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$40.43	11/03/2016		D			8,564	⁽³⁾	⁽³⁾	Common Stock	8,564	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$47.51	11/03/2016		D			6,565	⁽³⁾	⁽³⁾	Common Stock	6,565	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$37.89	11/03/2016		D			13,721	⁽³⁾	⁽³⁾	Common Stock	13,721	$0.00	0	D
Performance Restricted Stock Unit	$0.00	11/03/2016		D			14,904	⁽³⁾	⁽³⁾	Common Stock	14,904	$0.00	0	D
Performance Restricted Stock Unit	$0.00	11/03/2016		D			60,483	⁽³⁾	⁽³⁾	Common Stock	60,483	$0.00	0	D
Performance Restricted Stock Unit	$0.00	11/03/2016		D			46,343	⁽³⁾	⁽³⁾	Common Stock	46,343	$0.00	0	D

Explanation of Responses:

1. Disposed of pursuant to that certain Agreement and Plan of Merger between the Issuer, Inception Parent, Inc. and Inception Merger Sub, Inc., dated as of August 26, 2016 (the "Merger Agreement"), in exchange for a cash consideration of $32.00 per share without interest thereon (the "Merger Consideration") payable at closing or a future date, as set forth in the Merger Agreement.

2. Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive Common Stock shares of the Issuer.

3. Cancelled pursuant to the Merger Agreement, in exchange for Merger Consideration, except for out of the money stock options, which were cancelled without any cash payment made to the holder.

	/s/ William Alberts by Power of Attorney	11/10/2016
	** 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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