SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Rutherford John C (Last) (First) (Middle) 75 STATE STREET 26TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/09/2005	3. Issuer Name and Ticker or Trading Symbol Rackable Systems, Inc. [ RACK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	8,224,937	I	By Parthenon Investors II, L.P.(2)
Common Stock(1)	69,784	I	By PCIP Investors(3)
Common Stock(1)	126,315	I	By J&R Founders' Fund, L.P.(4)
Series B Preferred stock	16,419,753	I	By Parthenon Investors II, L.P.(2)
Series B Preferred Stock	139,241	I	By PCIP Investors(3)
Series B Preferred Stock	252,167	I	By J&R Founders' Fund, L.P.(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Rutherford John C (Last) (First) (Middle) 75 STATE STREET 26TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JACQUET ERNEST K (Last) (First) (Middle) 75 STATE STREET 26TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PARTHENON INVESTORS II L P (Last) (First) (Middle) 75 STATE STREET 26TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PCIP Investors (Last) (First) (Middle) 75 STATE STREET 26TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PCap Partners II, LLC (Last) (First) (Middle) 75 STATE STREET 26TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* J&R Founders Fund, L.P. (Last) (First) (Middle) 75 STATE STREET 26TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* J&R Advisors F.F., Inc. (Last) (First) (Middle) 75 STATE STREET 26TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PCap II, LLC (Last) (First) (Middle) 75 STATE STREET 26TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* J&R Investment Management Company, LLC (Last) (First) (Middle) 75 STATE STREET 26TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Parthenon Capital, LLC (Last) (First) (Middle) 75 STATE STREET 26TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Reporting Persons may be deemed to be members of a Section 13(d) group that owns more than 10% of the Company's outstanding Common Stock. However, the Reporting Persons disclaim membership, and this report shall not be deemed an admission that the Reporting Persons are a member of a Section 13(d) group that owns more than 10% of the Company's outstanding Common Stock for purposes of Section 16 or for any other purpose.

2. Shares held by Parthenon Investors II, L.P. ("Parthenon"). John C. Rutherford ("JCR") and Ernest K. Jacquet ("EKJ") are the managing members of PCap II LLC, which is the managing member of PCap Partners II, LLC, which is the general partner of Parthenon. JCR and EKJ disclaim beneficial ownership of such shares except to the extent of the pecuniary interest therein.

3. Shares held by PCIP Investors ("PCIP"). JCR and EKJ are the managing members of J&R Investment Management Company, LLC, which is the managing member of Parthenon Capital, LLC, which is the managing partner of PCIP. JCR and EKJ disclaim beneficial ownership of such shares except to the extent of the pecuniary interest therein.

4. Shares held by J&R Founders' Fund, L.P. ("Founders"). JCR and EKJ are controlling persons of J&R Advisors F.F., Inc., which is the general partner Founders. JCR and EKJ disclaim beneficial ownership of such shares except to the extent of the pecuniary interest therein.

	John C. Rutherford	06/09/2005
	Ernest K. Jacquet	06/09/2005
	John C. Rutherford, managing member of PCap II, LLC, the managing member of PCap Partners II, LLC, the general partner of Parthenon Investors II, L.P.	06/09/2005
	John C. Rutherford, managing member of PCap II, LLC, the managing member of PCap Partners II, LLC	06/09/2005
	John C. Rutherford, managing member of PCap II, LLC	06/09/2005
	John C. Rutherford, Director, President and Secretary of J&R Advisors F.F., Inc., the general partner of J&R Founders' Fund, L.P.	06/09/2005
	John C. Rutherford, Director, President and Secretary of J&R Advisors F.F., Inc.	06/09/2005
	John C. Rutherford, managing member of J&R Investment Management Company, LLC, the managing member of Parthenon Capital, LLC, the managing partner of PCIP Investors	06/09/2005
	John C. Rutherford, managing member of J&R Investment Management Company, LLC, the managing member of Parthenon Capital, LLC	06/09/2005
	John C. Rutherford, managing member of J&R Investment Management Company, LLC	06/09/2005
	** 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 5 (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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