Sec Form 4 Filing - WESTON GRAHAM M @ RACKSPACE HOSTING, INC. - 2016-05-13

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FORM 4
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
WESTON GRAHAM M
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)
(Last) (First) (Middle)
1 FANATICAL PLACE, CITY OF WINDCREST
3. Date of Earliest Transaction (MM/DD/YY)
05/13/2016
(Street)
SAN ANTONIO, TX78218
4. If Amendment, Date Original Filed (MM/DD/YY)
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 05/13/2016 A 10,568 ( 1 ) ( 2 ) A $ 0 249,391 D
Common Stock 03/11/2016 G 2,150 D $ 0 247,241 D
Common Stock 13,278,564 I Shares held by Trout Capital, Ltd ( 3 )
Common Stock 4,957,012 I Shares Held by Wittington America, Ltd. ( 4 )
Common Stock 100,596 ( 5 ) I Shares held by or for the benefit of family members
Common Stock 85,227 I Shares held by the Weston Remainderman Fund ( 6 )
Common Stock 10,412 I Shares held by Knightsbridge L.C. ( 7 )
Common Stock 257,000 I Shares held by The Ruby USA Trust ( 8 )
Common Stock 685 I Shares held Overlord Capital ( 9 )
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
WESTON GRAHAM M
1 FANATICAL PLACE
CITY OF WINDCREST
SAN ANTONIO, TX78218
X X
Signatures
/s/ William Alberts by Power of Attorney 05/17/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Granted pursuant to the 2007 Long Term Incentive Plan and the Rackspace non-employee director compensation plan.
( 2 )These shares were granted in the form of Restricted Stock Units (RSU's). Each RSU represents a contingent right to receive one share of Rackspace Hosting, Inc. common stock. All of the shares under the RSU grant shall vest on April 1, 2017 and will be delivered promptly thereafter.
( 3 )Mr. Weston is the sole owner of Knightsbridge, L.C. which is the general partner of Trout Capital, Ltd.
( 4 )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.
( 5 )This amount includes 9,300 shares held in Legacy Trusts for Mr. Weston's children that were not previously reported.
( 6 )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.
( 7 )Mr. Weston is the sole owner of Knightsbridge, L.C.
( 8 )Mr. Weston is the sole owner of The Ruby Trust USA.
( 9 )Mr. Weston is the sole owner of Overlord Capital, Inc.

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).
** 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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