| 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) 10/01/2009 | ||||||||||||||||||||||||||
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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 | 10/01/2009 | P | 1,876 | A | $0(1) | 11,816,401 | D(2) | |||
| Common Stock | 5,202,212 | I | By limited partnership(3) | |||||||
| Common Stock | 509,444 | I | By limited partnership(3) | |||||||
| Common Stock | 2,301,392 | I | By limited partnership(3) | |||||||
| Common Stock | 60,341 | I | By limited partnership(3)(4) | |||||||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Shares issued to Norwest Venture Partners VIII, L.P. ("NVP VIII") on behalf of George J. Still, Jr.pursuant to the Company's non-employee director compensation plan. |
| 2. The shares shown on Line 1 of Table 1 represent shares acquired and held of record by NVP VIII. By virtue of their positions as managing partners of Itasca VC Partners VIII, LLP, the general partner of NVP VIII, George J. Still, Jr. and Promod Haque may be deemed to beneficially own such securities. Mr. Haque and Mr. Still disclaim beneficial ownership of all such shares, except to the extend of their pecuniary interest therein. NVP VIII has ceased to be an owner of more than 10% of issuer's common stock and, thus is no longer subject to Section 16 under the Securities and Exchange Act of 1934. NVP VIII is filing this Form 4 solely to report this fact. |
| 3. The shares shown on Lines 2 through 5 of Table 1 represent shares acquired and held of record by (i) Norwest Venture Partners VII-A, L.P. (5,202,212 shares); (ii) NVP Entrepreneurs Fund VIII, L.P. (509,444 shares); (iii) Norwest Venture Partners IX, L.P. (2,301,392 shares); and (iv) NVP Enterpreneurs Fund IX, L.P. (60,341 shares). Mr. Haque and Mr. Still are managing partners of (i) Itasca VC Partners VII-A, LLC, the general partner of Norwest Ventures Partners VII-A, L.P., (ii) Itasca VC Partners VIII, LLP, the general partner of NVP Entrepreneurs Fund VIII, L.P.; and (continued in footnote 4) |
| 4. (iii) Genesis VC Partners IX, LLC, the general partner of each of Norwest Venture Partners IX, L.P. and NVP Entrepreneurs Fund IX, L.P., and may be deemed to share voting or dispositive power over the shares held by entities set forth in this explanation. Mr. Still and Mr. Haque disclaim any beneficial ownership of shares held by the entities affiliated with Norwest Venture Partners, except to the extent of any pecuniary interest therein. |
| Remarks: |
| See Exhibit 99 for Signatures | 10/05/2009 | |
| ** 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. | ||