Statement of Changes in Beneficial Ownership (4)
February 23 2015 - 6:53PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
MOORMAN LEW
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2. Issuer Name
and
Ticker or Trading Symbol
RACKSPACE HOSTING, INC.
[
RAX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Director
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(Last)
(First)
(Middle)
C/O RACKSPACE HOSTING, INC., 1 FANATICAL, CITY OF WINDCREST
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/19/2015
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(Street)
SAN ANTONIO, TX 78218
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/19/2015
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M
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36519
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A
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$2.50
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577982
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D
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Common Stock
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2/19/2015
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M
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97481
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A
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$12.85
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675463
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D
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Common Stock
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2/19/2015
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S
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400000
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D
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$49.6374
(1)
(5)
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275463
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D
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Common Stock
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2/19/2015
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S
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15900
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D
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$50.0723
(2)
(5)
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16655
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I
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Held by the Sarah Ladd Moorman 2007 Trust
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Common Stock
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2/19/2015
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S
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15900
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D
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$50.0817
(3)
(5)
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16655
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I
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Held by the John Wood Moorman 2007 Trust
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Common Stock
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2/19/2015
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S
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15900
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D
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$50.0930
(4)
(5)
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16655
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I
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Hed by the Reese Howell Moorman 2007 Trust
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Common Stock
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51275
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I
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Held by Mr. Moorman's wife
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Common Stock
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109343
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I
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Held by the Lewis Jefferson Moorman IV 2007 Trust
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Common Stock
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3/10/2014
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F
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1344
(6)
(7)
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D
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$37.46
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274119
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$2.50
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2/19/2015
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M
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36519
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(8)
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12/31/2015
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Common Stock
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36519
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$0
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0
(8)
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D
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Employee Stock Option (right to buy)
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$12.85
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2/19/2015
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M
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97481
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(9)
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3/5/2018
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Common Stock
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97481
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$0
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20819
(8)
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D
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Explanation of Responses:
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(
1)
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The price for the sale of these shares ranged from $48.79 to $50.64 per share.
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(
2)
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The price for the sale of these shares ranged from $50.00 to $50.63 per share.
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(
3)
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The prices for the sale of these shares ranged from $50.00 to $50.62 per share.
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(
4)
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The prices for the sale of these shares ranged from $50.00 to $50.63 per share.
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(
5)
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The registrant undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.
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(
6)
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These shares were held pursuant to Company policy that was in place for part of 2014 which required the holder's tax obligation that is triggered by the vesting of Restricted Stock Units (RSU's) to be satisfied by withholding a portion of the vested shares by the Company.
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(
7)
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This is for the purpose of reporting the share withholding from the 3/6/14 acquisitions of shares to satisfy the holder's tax obligation which was not previously reported.
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(
8)
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1/4 of the shares shall vest and become exercisable on each anniversary of the grant date of 12/31/05.
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(
9)
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1/4 of the shares shall vest and become exercisable on each anniversary of the grant date of 3/5/08.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MOORMAN LEW
C/O RACKSPACE HOSTING, INC., 1 FANATICAL
CITY OF WINDCREST
SAN ANTONIO, TX 78218
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Director
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Signatures
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William Alberts by Power of Attorney
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2/23/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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 control number.
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