Filing Details
- Accession Number:
- 0001140361-16-078869
- Form Type:
- 13D Filing
- Publication Date:
- 2016-09-06 10:42:23
- Filed By:
- Weston Graham M
- Company:
- Rackspace Hosting Inc. (NYSE:RAX)
- Filing Date:
- 2016-09-06
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| WESTON GRAHAM M | 187 | 185 | 187 | 185 | 189 | 15.0% |
Filing
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.
n/a
)*
RACKSPACE HOSTING, INC.
(Name of
Issuer)
Common Stock, $0.001 par value per share
(Title of
Class of Securities)
750086100
(CUSIP
Number)
Graham M. Weston,
112 E. Pecan Street, Suite 175
SAN ANTONIO,
Texas
78205
Phone : 210-224-6868
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 26, 2016
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
x
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
WESTON GRAHAM M | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | o | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
PF | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
18740346 | |||||
8 |
SHARED
VOTING POWER
| ||||
185823 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
18740346 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
185823 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
18926169 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
15.0%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IN | |||||
Item 1. | Security and Issuer |
This statement on Schedule 13D (this “Schedule 13D”) relates to the Common Stock, $0.001 par value (the “Common Stock”) of Rackspace Hosting, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive office is 1 Fanatical Place, City of Windcrest, San Antonio, Texas 78218. |
Item 2. | Identity and Background |
(a) | This Schedule 13D is being filed on and on behalf of Graham M. Weston, a citizen of the United States of America (“Mr. Weston”). |
(b) | The principal business address of Mr. Weston is 112 E. Pecan Street, Suite 175, San Antonio, Texas 78205. |
(c) | Mr. Weston is the Chairman of the Board of the Issuer. |
(d) | During the last five years, Mr. Weston has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) | During the last five years, Mr. Weston has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
(f) | Mr. Weston is a citizen of the United States. |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
Mr. Weston was a co-founder of the Issuer and received Common Stock in connection with his investments in the Issuer. In addition, shares of Common Stock were acquired by Mr. Weston over time as compensation for services rendered to the Issuer. |
Item 4. |
Purpose
of Transaction
|
On August 26, 2016, Inception Parent, Inc., a Delaware corporation (“Parent”), Inception Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) which provides, among other things, for the merger of Merger Sub with and into the Issuer (the “Merger”) with the Issuer to survive the Merger as a wholly owned subsidiary of Parent.
Along with the execution of the Merger Agreement, Mr. Weston and certain of his affiliates entered into a Voting Agreement (the “Voting Agreement”), pursuant to which, among other things, Mr. Weston and his affiliates agreed not to dispose of their shares while the Merger is pending and to vote their shares of Common Stock for approval of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger. The Voting Agreement and the obligations of Mr. Weston and his affiliates thereunder will terminate upon the earlier to occur of (a) the mutual agreement of the parties to the Voting Agreement, (b) the consummation of the Merger, (c) the termination of the Merger Agreement pursuant to and in compliance with the terms therein and (d) the entry without the prior written consent of Mr. Weston into any amendment or modification of the Merger Agreement which results in a decrease in the Merger Consideration (as such term is defined in the Merger Agreement). |
(a) | N/A |
(b) | N/A |
(c) | N/A |
(d) | N/A |
(e) | N/A |
(f) | N/A |
(g) | N/A |
(h) | N/A |
(i) | N/A |
(j) | N/A |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | As of the date hereof, Mr. Weston may be deemed to be the beneficial owner of 18,926,169 shares of Common Stock or 15.0% of the Common Stock of the Issuer, based upon the 125,805,220 shares of Common Stock outstanding as of August 4, 2016, according to the Form 10-Q filed on August 9, 2016. |
(b) | Mr. Weston has the sole power to vote or direct the vote of 18,740,346 shares of Common Stock and the shared power to vote or direct the vote of 185,823 shares of Common Stock. Mr. Weston has the sole power to dispose or direct the disposition of 18,740,346 shares of Common Stock and the shared power to dispose or direct the disposition of 185,823 shares of Common Stock. |
(c) | Not applicable. |
| Transaction Date | Shares or Units Purchased (Sold) | Price Per Share or Unit |
(d) | Not applicable. |
(e) | Not applicable. |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Please see Item 4. |
Item 7. |
Material
to Be Filed as Exhibits
|
A copy of the Voting Agreement is filed herewith as Exhibit A.
For a complete description of the Merger Agreement see the Form 8-K filed by the Issuer on August 30, 2016 (which includes a copy of the Merger Agreement filed as exhibit 2.1 thereto). |
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true,
complete and correct.
September 06, 2016 | By: |
/s/
Graham Weston | |
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Footnotes:
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)