| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RACKSPACE HOSTING, INC. [ RAX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/25/2009 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/25/2009 | S | 22,000(10) | D | $5.04(8)(9) | 1,777,728 | D | |||
| Common Stock | 3,687,830 | I | Shares held by HBSA, LP.(1) | |||||||
| Common Stock | 52,559 | I | See Footnote(2) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Option (right to buy)(3) | $5.09 | 02/25/2009 | A | 300,000 | (5) | 02/25/2019 | Common Stock | 300,000 | $0 | 300,000 | D | ||||
| Restricted Stock Unit(3) | (4) | 02/25/2009 | A | 750,000 | (6) | 02/25/2012 | Common Stock | 750,000 | $0 | 750,000 | D | ||||
| Restricted Stock Unit(3) | (4) | 02/25/2009 | A | 750,000 | (7) | 02/25/2014 | Common Stock | 750,000 | $0 | 750,000 | D | ||||
| Explanation of Responses: |
| 1. Mr. Napier is the managing general partner and a limited partner of HBSA, L.P., a limited partnership. Mr. Napier disclaims any beneficial ownership of shares held by HBSA, L.P. except to the extent of any pecuniary interest therein. |
| 2. Shares are held by A. Lanham Napier Grantor Retained Annuity Trust, of which Mr. Napier is the annuity beneficiary. |
| 3. Granted under the Rackspace Hosting, Inc. 2007 Long Term Incentive Plan. |
| 4. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Rackspace Hosting, Inc. common stock. |
| 5. 1/4 of the total shares vest annually over a four year period. |
| 6. The first tranche of 500,000 RSUs vests if Rackspace's total shareholder return (TSR) on its common stock is in the 50th percentile or better compared to other companies in the Russell 2000 Index, and the second tranche of 250,000 RSU's vests if the TSR is in the 25th percentile or better, which is measured three years from the grant date. |
| 7. The first tranche of 500,000 RSUs vests if Rackspace's total shareholder return (TSR) on its common stock is in the 50th percentile or better compared to other companies in the Russell 2000 Index, and the second tranche of 250,000 RSUs vests if the TSR is in the 25th percentile or better, which is measured five years from the grant date. |
| 8. The prices for these sales of shares ranged from $4.85 to $5.20 per shares. |
| 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. These shares were sold pursuant to Mr. Napier's Rule 10b5-1 trading plan adopted by Mr. Napier on November 24, 2008. |
| /s/ William Alberts by Power of Attorney | 02/27/2009 | |
| ** 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. | ||