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*
SEQUOIA CAPITAL IX

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 4-180

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2008
3. Issuer Name and Ticker or Trading Symbol
RACKSPACE HOSTING, INC. [ RAX ]
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 4,342,566 I See Footnote(1)
Common Stock 5,864,035 I See Footnote(2)
Common Stock 1,578,945 I See Footnote(3)
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*
SEQUOIA CAPITAL IX

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 4-180

(Street)
MENLO PARK CA 94025

(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*
SEQUOIA CAPITAL ENTERPRENEURS ANNEX FUND

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 4-180

(Street)
MENLO PARK CA 94025

(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*
SEQUOIA CAPITAL FRANCHISE FUND LP

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 4-180

(Street)
MENLO PARK CA 94025

(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*
SEQUOIA CAPITAL FRANCHISE PARTNERS LP

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 4-180

(Street)
MENLO PARK CA 94025

(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*
SEQUOIA CAPITAL GROWTH FUND III

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 4-180

(Street)
MENLO PARK CA 94025

(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*
SEQUOIA CAPITAL GROWTH PARTNERS III

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 4-180

(Street)
MENLO PARK CA 94025

(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*
SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 4-180

(Street)
MENLO PARK CA 94025

(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*
SCGF III MANAGEMENT LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 4-180

(Street)
MENLO PARK CA 94025

(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*
SCFF MANAGEMENT LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 4-180

(Street)
MENLO PARK CA 94025

(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*
SC IX.I MANAGEMENT, LLC

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 4-180

(Street)
MENLO PARK CA 94025

(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. Includes 4,096,749 shares held by Sequoia Capital Growth Fund III, L.P., 200,655 shares held by Sequoia Capital Growth III Principals Fund, LLC and 45,162 shares held by Sequoia Capital Growth Partners III, L.P. SCGF III Management, LLC is the general partner of Sequoia Capital Growth Fund III, L.P. and Sequoia Capital Growth Partners III, L.P., and the managing member of Sequoia Capital Growth III Principals Fund, LLC. Douglas M. Leone, Michael L. Goguen, Mark Kvamme, Michael J. Moritz, James Goetz, Scott Carter and Roelof Botha are managing members of SCGF III Management, LLC. Each of the filing persons hereto disclaims beneficial ownership except to the extent of his or its pecuniary interest therein.
2. Includes 5,160,350 shares held by Sequoia Capital Franchise Fund, L.P. and 703,685 shares held by Sequoia Capital Franchise Partners, L.P. SCFF Management, LLC is the general partner of Sequoia Capital Franchise Fund, L.P. and Sequoia Capital Franchise Partners, L.P. Messrs. Leone, Goguen, Moritz and Mark Stevens are managing members of SCFF Management, LLC. Each of the filing persons hereto disclaims beneficial ownership except to the extent of his or its pecuniary interest therein.
3. Includes 63,160 shares held by Sequoia Capital Entrepreneurs Annex Fund, L.P. and 1,515,785 shares held by Sequoia Capital IX, L.P. SC IX.I Management, LLC is the general partner of Sequoia Capital IX, L.P. and Sequoia Capital Entrepreneurs Annex Fund, L.P. Messrs. Leone, Goguen, Moritz, Kvamme and Stevens are managing members of SC IX.I Management, LLC. Each of the filing persons hereto disclaims beneficial ownership except to the extent of his or its pecuniary interest therein.
Remarks:
This report is one of two reports, each on a separate Form 3 on the date hereof, but relating to the same transactions being filed by the reporting persons.
Sequoia Capital IX, L.P, By: SC IX.I Management, LLC its General Partner, By: /s/ Douglas M. Leone 08/07/2008
Sequoia Capital Entrepreneurs Annex Fund, L.P., By: SC IX.I Manangement, LLC its General Partner, By: /s/ Douglas M. Leone 08/07/2008
/s/ Sequoia Capital Franchise Fund L.P., By: SCFF Management, LLC, By: /s/ Douglas M. Leone 08/07/2008
/s/ Sequoia Capital Franchise Partners, L.P., By: SCFF Management, LLC, By: /s/ Douglas M. Leone 08/07/2008
/s/ Sequoia Capital Growth Fund III, L.P., By: SCGF III Management, LLC, By: /s/ Douglas M. Leone 08/07/2008
Sequoia Capital Growth Parnters III, L.P., By: SCGF III Management, LLC, By: /s/ Douglas M. Leone 08/07/2008
Sequoia Capital Growth III Principals Fund LLC, By: SCGF III Management, LLC, By: /s/ Douglas M. Leone 08/07/2008
SCFF Management, LLC, By:/s/ Douglas M. Leone 08/07/2008
SCGF III Management, LLC, /s/ Douglas M. Leone 08/07/2008
SC IX.I Management, LLC, By /s/ Douglas M. Leone 08/07/2008
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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