Weston Graham M Form 4 RACKSPACE HOSTING / GRAHAM M WESTON ownership change

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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X

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^*

WESTON GRAHAM M

(Last) (First) (Middle)

C/O RACKSPACE HOSTING, INC.

1 FANATICAL PLACE

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2016

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	06/02/2016		J		3,948,020	D	$0.00	9,330,544	I	Shares held by Trout Capital, Ltd.(1)
Common Stock	06/02/2016		A		3,948,020	A	$0.00	3,948,020	I	Shares held by Trout 2003, Ltd.(2)
Common Stock	06/02/2016		J		3,952	D	$0.00	6,460	I	Shares held by Knightsbridge LC(3)
Common Stock	06/02/2016		A		3,952	A	$0.00	3,951,972	I	Shares held by Trout 2003, Ltd.(2)
Common Stock	11/03/2016		D		236,673	D	(4)(5)	0	D
Common Stock	11/03/2016		D		9,330,544	D	(4)	0	I	Shares held by Trout Capital, Ltd.(1)
Common Stock	11/03/2016		D		4,957,012	D	(4)	0	I	Shares held by Wittington America, Ltd.(6)
Common Stock	11/03/2016		D		6,460	D	(4)	0	I	Shares held by Knightsbridge L.C.(3)
Common Stock	11/03/2016		D		685	D	(4)	0	I	Shares held by Overlord Capital, Inc.(7)
Common Stock	11/03/2016		D		85,227	D	(4)	0	I	Shares held by the Weston Remainderman Fund(8)
Common Stock	11/03/2016		D		100,596	D	(4)	0	I	Shares held by or for the benefit of family members
Common Stock	11/03/2016		D		257,000	D	(4)	0	I	Shares held by the Ruby USA Trust(9)
Common Stock	11/03/2016		D		3,951,972	D	(4)	0	I	Shares held by Trout 2003, Ltd.(2)

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. Mr. Weston is the sole owner of Knightsbridge, L.C. which is the general partner of Trout Capital, Ltd.

2. Mr. Weston is the sole owner of Trout 2003, Ltd.

3. Mr. Weston is the sole owner of Knightsbridge, L.C.

4. Disposed of pursuant to that certain Agreement and Plan of Merger between the Issuer, Inception Parent, Inc. and Inception Merger Sub, Inc., dated as of August 26, 2016 (the "Merger Agreement"), in exchange for a cash payment of $32.00 per share without interest thereon (the "Merger Consideration").

5. Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive Common Stock shares of the Issuer.

6. Mr. Weston is the sole owner of Knightsbridge, L.C. which is the general partner of Wittington America, Ltd. Mr. Weston disclaims any beneficial ownership of Wittington America, Ltd. except to the extent of any pecuniary interest therein.

7. Mr. Weston is the sole owner of Overlord Capital, Inc.

8. Mr. Weston's children are the beneficiaries of the Weston Remainderman Fund trust. Mr. Weston disclaims any beneficial ownership of the shares held by the trust.

9. Mr. Weston is the sole owner of The Ruby Trust USA.

	/s/ William Alberts by Power of Attorney	11/10/2016
	** Signature of Reporting Person	Date
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