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*
Bishkin S. James

(Last) (First) (Middle)
C/O RACKSPACE HOSTING, INC.
5000 WALZEM RD.

(Street)
SAN ANTONIO TX 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2008
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)
Code V Amount (A) or (D) Price
Common Stock 76,447(1)(10)(11) D
Common Stock 632,866(2)(10)(11) I Shares held by Bishblum, LP.(3)
Common Stock 64,939(4)(10)(11) I Shares held by Emmis Mortgage SA, Ltd.(5)
Common Stock 08/13/2008 S 26,010(12) D $12.5 188,615(6)(10)(11) I Shares held by Bishkin 2000 Family, LP.(7)
Common Stock 08/13/2008 S 2,037(13) D $12.5 13,716(8)(10)(11) I Shares held by Bishkin Family Trust(9)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes (i) 17,966 shares held by Mr. Bishkin , (ii) 14,034 shares to be distributed to Mr. Bishkin by Isom Capital Partners III, L.P. in connection with the completion of the Rackspace Hosting initial public offering and (iii) 44,447 shares to be distributed by Isom Capital Partners IV, L.P. in connection with the completion of the Rackspace Hosting initial public offering.
2. Includes (i) 557,923 shares to be distributed by Isom Capital Partners I, L.P. in connection with the completion of the Rackspace Hosting initial public offering and (ii) 74,943 shares to be distributed by Isom Capital Partners II, L.P. in connection the completion of the Rackspace Hosting initial public offering.
3. Mr. Bishkin is the controlling general partner of Bishblum, LP. Mr. Bishkin disclaims beneficial ownership of shares held by Bishblum, LP except to the extent of any pecuniary interest therein.
4. Includes (i) 48,487 shares to be distributed by Isom Capital Partners I, L.P. in connection with the completion of the Rackspace Hosting initial public offering and (ii) 16,452 shares to be distributed by Isom Capital Partners II, L.P. in connection the completion of the Rackspace Hosting initial public offering.
5. Mr. Bishkin is the general partner of Emmis Mortgage SA, Ltd.
6. These shares are to be distributed by Isom Capital Partners I, L.P. in connection with the completion of the Rackspace Hosting initial public offering.
7. Mr. Bishkin is the general partner of the Bishkin 2000 Family, LP. Mr. Bishkin disclaims beneficial ownership of shares held by Bishkin 2000 Family, LP except to the extent of any pecuniary interest therein.
8. These shares are to be distributed by Isom Capital Partners III, L.P. in connection with the completion of the Rackspace Hosting initial public offering.
9. Mr. Bishkin is a beneficiary of the Bishkin Family Trust. Mr. Bishkin disclaims beneficial ownership of shares held by the Bishkin Family Trust except to the extent of any pecuniary interest therein.
10. Excludes 4,974,725 of 5,721,263 shares held by Isom Capital Partners I, L.P. to be distributed to its limited partners not affiliated with Mr. Bishkin in connection with the completion of the Rackspace Hosting initial public offering, 904,713 of 979,656 shares held by Isom Capital Partners II, L.P. to be distributed to its limited partners not affiliated with Mr. Bishkin in connection with the completion of the Rackspace Hosting initial public offering, 562,157 of 638,394 shares held by Isom Capital Partners III, L.P. to be distributed to its limited partners not affiliated with Mr. Bishkin in connection with the completion of the Rackspace Hosting initial public offering; and 161,621 of 222,520 shares held by Isom Capital Partners IV, L.P. to be distributed to its limited partners not affiliated with Mr. Bishkin in connection with the completion of this offering.
11. Mr. Bishkin is the controlling general partner of Bishblum, LP, the general partner of each of Isom Capital Partners I, L.P. and Isom Capital Partners II, L.P., and may be deemed to have voting and dispositive power over the shares held by such entities. Mr. Bishkin disclaims any beneficial ownership of shares held by Isom Capital Partners I, L.P. and Isom Capital Partners II, L.P. except to the extent of any pecuniary interest therein. Mr. Bishkin is the general partner of Emmis Mortgage SA, Ltd., the general partner of each of Isom Capital Partners III, L.P. and Isom Capital Partners IV, L.P., and may be deemed to have voting and dispositive power over the shares held by Isom Capital Partners III, L.P. and Isom Capital Partners IV, L.P. Mr. Bishkin disclaims any beneficial ownership of shares held by such entities except to the extent of any pecuniary interest therein.
12. Isom Capital Partners I, L.P. sold the 26,010 shares beneficially owned by Bishkin 2000 Family LP in the Rackspace Hosting, Inc. initial public offering
13. Isom Capital Partners III, L.P. sold the 2,037 shares beneficially owned by Bishkin Family Trust in the Rackspace Hosting, Inc. initial public offering
/s/ Calvin Sivills by Power of Attorney 08/15/2008
** 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 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.
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