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Filing Details

Accession Number:: 0001181431-10-018739
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2010-03-30 13:00:00
Reporting Period:: 2009-11-10

Filing Date:: 2010-03-30
Accepted Time:: 2010-03-30 17:07:59
Original Submission Date:: 2009-11-13
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1107694	Rackspace Hosting Inc.	RAX	Services-Computer Programming, Data Processing, Etc. (7370)	743016523

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1209711	Jr J George Still	525 University Avenue Suite 800 Palo Alto CA 94301		Yes	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2009-11-10	3,875,042	$0.00	16,014,748	No	4	J	Indirect	By Limited Partnerships
Common Stock	Disposition	2009-11-11	2,506,165	$0.00	13,508,583	No	4	J	Indirect	By Limited Partnerships
Common Stock	Disposition	2009-11-11	2,635	$0.00	13,505,948	No	4	S	Indirect	By Limited Partnerships
Common Stock	Disposition	2009-11-12	2,459	$0.00	13,503,489	No	4	S	Indirect	By Limited Partnerships

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	By Limited Partnerships
No	4	J	Indirect	By Limited Partnerships
No	4	S	Indirect	By Limited Partnerships
No	4	S	Indirect	By Limited Partnerships

Footnotes

Shares were disposed via a pro rata in-kind distribution of Rackspace Hosting, Inc. stock from Norwest Venture Partners VII-A, L.P., Norwest Venture Partners VIII, L.P., and Norwest Venture Partners IX, L.P. to their limited and general partners (the "First Distribution").
The First Distribution resulted in a change in the form of beneficial ownership so that following the First Distribution 81,549 shares were beneficially owned by the Still Family Trust, 40,774 shares were beneficially owned by Still Family Partners, 2,039 shares were beneficially owned by Itasca VC Partners VIII, LLP ("Itasca"), and 596 shares were beneficially owned by Genesis VC Partners IX, LLP ("Genesis" and, together with Itasca, the "General Partners"). The remaining shares were held by Norwest Venture Partners VII-A, L.P. (4,125,150 shares), Norwest Venture Partners VIII, L.P. (9,369,942 shares), NVP Entrepreneur's Fund VIII, L.P. (509,444 shares), Norwest Venture Partners IX, L.P. (1,824,913 shares) and NVP Entrepreneurs Fund IX, L.P. (60,341 shares) (collectively, the "Partnerships").
By virtue of his position as managing partner or managing director of the Partnerships and the General Partners, Mr. Still may be deemed to beneficially own such securities. Mr. Still disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.
Shares were disposed via a pro rata in-kind distribution of Rackspace Hosting, Inc. stock from Norwest Venture Partners VII-A, L.P., Norwest Venture Partners VIII, L.P., NVP Entrepreneur's Fund VIII, L.P., Norwest Venture Partners IX, L.P. and NVP Entrepreneurs Fund IX, L.P. to their limited and general partners (the "Second Distribution").
The Second Distribution resulted in a change in the form of beneficial ownership so that following the Second Distribution 122,323 shares were beneficially owned by the Still Family Trust, 61,161 shares were beneficially owned by Still Family Partners, 4,078 shares were beneficially owned by Itasca, and 1,016 shares were beneficially owned by Genesis. The remaining shares were held by Norwest Venture Partners VII-A, L.P. (3,586,619 shares), Norwest Venture Partners VIII, L.P. (8,146,712 shares), and Norwest Venture Partners IX, L.P. (1,586,674 shares). NVP Entrepreneur's Fund VIII, L.P. and NVP Entrepreneurs Fund IX, L.P. no longer held any shares following the Second Distribution. By virtue of his position as managing partner or managing director of the Partnerships and the General Partners, Mr. Still may be deemed to beneficially own such securities. Mr. Still disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein.
Shares sold by the General Partners.
The prices for these sales ranged from $18.13 to $18.18 per share. The reporting person hereby undertakes to provide, upon written request, to the SEC Staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
Shares sold by the General Partners. Following these sales, the General Partners no longer held any shares.
The prices for these sales ranged from $17.12 to $17.18 per share. The reporting person hereby undertakes to provide, upon written request, to the SEC Staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.