Sec Form 13G Filing - SEQUOIA CAPITAL GROWTH FUND III filing for RACKSPACE HOSTING INC. (RAX) - 2010-02-08

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Schedule 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1 )

RACKSPACE HOSTING, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

750086100

(CUSIP Number)

12/31/09

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

(Continued on following pages)








Page 1 of 23 Pages







CUSIP NO. 750086100

13 G

Page 2 of  23  Pages




1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL GROWTH FUND III, L.P., A DELAWARE LIMITED PARTNERSHIP (“SCGF III”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-2812490

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
0                                                

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
0                                                

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    0                                                

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%

12

TYPE OF REPORTING PERSON
PN







CUSIP NO. 750086100

13 G

Page 3 of  23  Pages




1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL GROWTH PARTNERS III, L.P., A DELAWARE LIMITED PARTNERSHIP (“SCGP III”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-3735244

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%

12

TYPE OF REPORTING PERSON
PN








CUSIP NO.  750086100

13 G

Page 4 of  23 Pages




1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL GROWTH III PRINCIPALS FUND, A DELAWARE MULTIPLE SERIES LLC (“SCG III PF”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-3737763

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%

12

TYPE OF REPORTING PERSON
OO








CUSIP NO.  750086100

13 G

Page 5 of  23 Pages




1

NAME OF REPORTING PERSON      
SCGF III MANAGEMENT, LLC (“SCGF III LLC”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
20-2812373

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%

12

TYPE OF REPORTING PERSON
OO









CUSIP NO.  750086100

13 G

Page 6 of  23 Pages




1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL IX, A DELAWARE LIMITED PARTNERSHIP (“SC IX”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
94-3335835

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
0                                                

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
0                                                

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    0                                                

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%

12

TYPE OF REPORTING PERSON
PN









CUSIP NO.  750086100

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Page 7 of  23 Pages




1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL ENTREPRENEURS ANNEX FUND, A DELAWARE LIMITED PARTNERSHIP (“ANNEX”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
94-3354706

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%

12

TYPE OF REPORTING PERSON
PN









CUSIP NO.  750086100

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Page 8 of  23 Pages




1

NAME OF REPORTING PERSON      
SC IX.I MANAGEMENT, LLC (“SC IX.I LLC”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
90-0157711

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%

12

TYPE OF REPORTING PERSON
OO









CUSIP NO.  750086100

13 G

Page 9 of  23 Pages




1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL FRANCHISE FUND, L.P. (“SCFF”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
94-3324307

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%

12

TYPE OF REPORTING PERSON
PN









CUSIP NO.  750086100

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Page 10 of  23 Pages




1

NAME OF REPORTING PERSON      
SEQUOIA CAPITAL FRANCHISE PARTNERS, L.P. (“SCFP”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
94-3330616

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%

12

TYPE OF REPORTING PERSON
PN









CUSIP NO.  750086100

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Page 11 of  23 Pages




1

NAME OF REPORTING PERSON      
SCFF MANAGEMENT, LLC (“SCFF LLC”)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
94-3324306

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER
0

8

SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON    0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%

12

TYPE OF REPORTING PERSON
OO









CUSIP NO.  750086100

13 G

Page 12 of  23 Pages




1

NAME OF REPORTING PERSON      
MICHAEL MORITZ
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION                         USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER                 667,707

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER          667,707

8

SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON   667,707

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9       0.5%

12

TYPE OF REPORTING PERSON       IN









CUSIP NO.  750086100

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Page 13 of  23 Pages




1

NAME OF REPORTING PERSON      
DOUGLAS LEONE
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION          USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER                      783,567

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER                     783,567                                             

8

SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON   783,567

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                     0.6%                     

12

TYPE OF REPORTING PERSON              IN









CUSIP NO.  750086100

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Page 14 of  23 Pages




1

NAME OF REPORTING PERSON      
MARK STEVENS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION          USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

  296,329

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER  

 296,329                                              

8

SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON   296,329

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                     0.2%                     

12

TYPE OF REPORTING PERSON              IN









CUSIP NO.  750086100

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Page 15 of  23 Pages




1

NAME OF REPORTING PERSON      
MICHAEL GOGUEN
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION                               USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER                  

0

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER          

0                                                

8

SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON   0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                 0.0%

12

TYPE OF REPORTING PERSON                             IN









CUSIP NO.  750086100

13 G

Page 16 of  23 Pages




1

NAME OF REPORTING PERSON      
MARK KVAMME
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION                           USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER  

0

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER

0                                            

8

SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                      0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9               0.0%

12

TYPE OF REPORTING PERSON                                      IN









CUSIP NO.  750086100

13 G

Page 17 of  23 Pages




1

NAME OF REPORTING PERSON      
JAMES GOETZ
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
53,331

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER
53,331                                                

8

SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON   53,331

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%

12

TYPE OF REPORTING PERSON
IN









CUSIP NO.  750086100

13 G

Page 18 of  23 Pages




1

NAME OF REPORTING PERSON      
J. SCOTT CARTER
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER
0                                                

8

SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON      0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%

12

TYPE OF REPORTING PERSON
IN









CUSIP NO.  750086100

13 G

Page 19 of  23 Pages




1

NAME OF REPORTING PERSON      
ROELOF BOTHA
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

o

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION
USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER
0

6

SHARED VOTING POWER
0

7

SOLE DISPOSITIVE POWER
0                                                

8

SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON      0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%

12

TYPE OF REPORTING PERSON
IN









CUSIP NO.  750086100

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Page 20 of  23 Pages




ITEM 1.

(a)

Name of Issuer:             Rackspace Hosting, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

5000 Walzem Rd.

San Antonio, Texas  78218

ITEM 2.

(a)

Name of Persons Filing:

Sequoia Capital Growth Fund III, L.P., a Delaware Limited Partnership

Sequoia Capital Growth Partners III, L.P., a Delaware Limited Partnership

Sequoia Capital Growth III Principals Fund, a Delaware Multiple Series LLC

SCGF III Management, LLC

Sequoia Capital IX, a Delaware Limited Partnership

Sequoia Capital Entrepreneurs Annex Fund, a Delaware Limited Partnership

SC IX.I Management, LLC

Sequoia Capital Franchise Fund, L.P.

Sequoia Capital Franchise Partners, L.P.

SCFF Management, LLC

Michael Moritz (“MM”)

Douglas Leone  (“DL”)

Mark Stevens  (“MS”)

Michael Goguen  (“MG”)

Mark Kvamme  (“MK”)

James Goetz (“JG”)

J. Scott Carter (“SC”)

Roelof Botha (“RB”)


SCGF III LLC is the General Partner of SCGF III and SCGP III, and the Managing Member of SCG III PF.  MM, DL, MG, MK, JG, SC and RB are Managing Members of SCGF III LLC.  SC IX.I LLC is the General Partner of SC IX and ANNEX.  MM, DL, MS, MG and MK are Managing Members of SC IX.I LLC.  SCFF LLC is the General Partner of SCFF and SCFP.  MM, DL, MS and MG are Managing Members of SCFF LLC.


(b)

Address of Principal Business Office or, if none, Residence:

3000 Sand Hill Road, 4-250

Menlo Park, CA  94025


(c)

Citizenship:

MM, DL, MS, MG, MK, JG, SC, RB:  USA

SCGF III LLC, SCGF III, SCGP III, SCG III PF, SCFF LLC,

SCFF, SCFP, SC IX.I LLC, SC IX, ANNEX:  Delaware








CUSIP NO.  750086100

13 G

Page 21 of  23 Pages





(d)

Title of Class of Securities:

Common Stock


(e)

CUSIP Number:

750086100



ITEM 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

ITEM 4.

Ownership

SEE ROWS 5 THROUGH 11 OF COVER PAGES


ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  x  

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF   ANOTHER PERSON

NOT APPLICABLE


ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

NOT APPLICABLE


ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

NOT APPLICABLE


ITEM 9.

NOTICE OF DISSOLUTION OF GROUP

NOT APPLICABLE


ITEM 10.

CERTIFICATION          NOT APPLICABLE







CUSIP NO. 750086100

13 G

Page 22 of  23  Pages




SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February  8, 2010

Sequoia Capital Growth Fund III, a Delaware Limited Partnership


Sequoia Capital Growth Partners III, a

Delaware Limited Partnership

Sequoia Capital IX, a Delaware Limited Partnership


Sequoia Capital Entrepreneurs Annex Fund, a

Delaware Limited Partnership

By:  SCGF III Management, LLC,

their General Partner

By:  SC IX.I Management, LLC,

their General Partner

By:  /s/ Michael Moritz                       

Michael Moritz, Managing Member

By:  /s/ Michael Moritz                               

Michael Moritz, Managing Member

Sequoia Capital Growth III Principals

Fund, a Delaware Multiple Series LLC

Sequoia Capital Franchise Fund, L.P.

Sequoia Capital Franchise Partners, L.P.

By:  SCGF III Management, LLC,

Its Managing Member

By:  SCFF Management, LLC,

their General Partner

By:  /s/ Michael Moritz                      

Michael Moritz, Managing Member

By:  /s/ Michael Moritz                               

Michael Moritz, Managing Member

 

 

 

 

/s/ Douglas Leone                                    

Douglas Leone

/s/ J. Scott Carter                                         

J. Scott Carter

/s/ Michael Moritz                                    

Michael Moritz

/s/ Roelof Botha                                           

Roelof Botha

/s/ Michael Goguen                                  

Michael Goguen

/s/ Mark Stevens                                          

Mark Stevens

/s/ Mark Kvamme                                    

Mark Kvamme

 

/s/ James Goetz                                         

James Goetz








CUSIP NO. 750086100

13 G

Page 23 of  23  Pages




EXHIBIT 1


AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G


The undersigned hereby agree that the Schedule 13G relating to shares of Rackspace Hosting, Inc. to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of them.


Date: February 8, 2010

Sequoia Capital Growth Fund III, a Delaware Limited Partnership


Sequoia Capital Growth Partners III, a

Delaware Limited Partnership

Sequoia Capital IX, a Delaware Limited Partnership


Sequoia Capital Entrepreneurs Annex Fund, a

Delaware Limited Partnership

By:  SCGF III Management, LLC,

their General Partner

By:  SC IX.I Management, LLC,

their General Partner

By:  /s/ Michael Moritz                      

Michael Moritz, Managing Member

By:  /s/ Michael Moritz                              

Michael Moritz, Managing Member

Sequoia Capital Growth III Principals Fund, a Delaware Multiple Series LLC

Sequoia Capital Franchise Fund, L.P.

Sequoia Capital Franchise Partners, L.P.

By:  SCGF III Management, LLC,

Its Managing Member

By:  SCFF Management, LLC,

their General Partner

By:  /s/ Michael Moritz                      

Michael Moritz, Managing Member

By:  /s/ Michael Moritz                               

Michael Moritz, Managing Member

 

 

 

 

/s/ Douglas Leone                                    

Douglas Leone

/s/ J. Scott Carter                                         

J. Scott Carter

/s/ Michael Moritz                                    

Michael Moritz

/s/ Roelof Botha                                           

Roelof Botha

/s/ Michael Goguen                                  

Michael Goguen

/s/ Mark Stevens                                          

Mark Stevens

/s/ Mark Kvamme                                    

Mark Kvamme

 

/s/ James Goetz                                         

James Goetz