Sec Form 4/A Filing - Napier A Lanham @ RACKSPACE HOSTING, INC. - 2012-02-27

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Napier A Lanham 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 X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) C/O RACKSPACE HOSTING, INC., 5000 WALZEM ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2012 (Street) SAN ANTONIO, TX78218 4. If Amendment, Date Original Filed (MM/DD/YY) 02/29/2012 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/27/2012 A 24,768 ( 2 ) A $ 0 420,303 ( 1 ) D Common Stock 02/27/2012 A 750,000 ( 3 ) A $ 0 1,170,303 ( 2 ) D Common Stock 02/27/2012 S 39,400 ( 4 ) D $ 53.255 ( 6 ) ( 7 ) 1,130,903 ( 1 ) D Common Stock 02/28/2012 S 236,630 ( 4 ) D $ 52.9527 ( 5 ) ( 7 ) 894,273 ( 1 ) D Common Stock 3,643,386 ( 1 ) I Shares held by HBSA, LP. ( 8 ) Common Stock 37,492 I Held in trust for the benefit of Mr. Napier's children.

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Napier A Lanham C/O RACKSPACE HOSTING, INC. 5000 WALZEM ROAD SAN ANTONIO, TX78218 X CEO Signatures /s/ William Alberts by Power of Attorney 03/01/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amendment is being filed solely for the purpose of updating the outstanding shares beneficially held by the registrant in consideration of bona fide gifts made in 2011 which were reported on a Form 5 on March 1, 2012. ( 2 )These shares were issued in the form of a performance-based Restricted Stock Award(PSA). The shares under the PSA are subject to a cliff vest that is based on the Company's total shareholder return performance in relation to an index, which will be measured three years from the grant date. ( 3 )These shares were issued pursuant to the vesting of shares under a performance-based Restricted Stock Unit Award (PSU). The performance criteria achieved was the favorable comparison of the Company's total shareholder return (TSR) performance in relation to companies that make up the Russell 2000 index (the Company ranked in the 98th percentile during the performance period). The TSR performance was measured three years from the PSU grant date of February 24, 2009. ( 4 )These shares were sold to cover the tax obligation from the vesting of 750,000 shares pursuant to the performance-based Restricted Stock Unit Award (PSU) granted to Mr. Napier on February 24, 2009. ( 5 )The prices for these sales of shares ranged from $52.43 to $53.84 per share. ( 6 )The prices for these sales of shares ranged from $52.60 to $53.60 per share. ( 7 )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. ( 8 )Mr. Napier is the managing general partner and a limited partner of HBSA, LP, a limited partnership. Mr. Napier disclaims any beneficial ownership of shares held by HBSA, LP except to the extent of any pecuniary interest therein.

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).

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