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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Rackspace Hosting, Inc.
(Name of issuer)
Common Stock
(Title of class of securities)
750086100
(CUSIP number)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
13G
|
CUSIP No. 750086100
| ||||||
| 1) | Name of reporting person
Norwest Venture Partners VIII, LP | |||||
| 2) | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 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
3,411 | ||||
| (6) | Shared voting power
0 | |||||
| (7) | Sole dispositive power
3,411 | |||||
| (8) | Shared dispositive power
0 | |||||
| 9) |
Aggregate amount beneficially owned by each reporting person
3,411 | |||||
| 10) |
Check if the aggregate amount in Row (9) excludes certain shares
| |||||
| 11) |
Percent of class represented by amount in Row (9)
0.0% | |||||
| 12) |
Type of reporting person
PN | |||||
2
13G
|
CUSIP No. 750086100
| ||||||
| 1) | Name of reporting person
Itasca VC Partners VIII, LLP | |||||
| 2) | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 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
3,411 | ||||
| (6) | Shared voting power
0 | |||||
| (7) | Sole dispositive power
3,411 | |||||
| (8) | Shared dispositive power
0 | |||||
| 9) |
Aggregate amount beneficially owned by each reporting person
3,411 | |||||
| 10) |
Check if the aggregate amount in Row (9) excludes certain shares
| |||||
| 11) |
Percent of class represented by amount in Row (9)
0.0% | |||||
| 12) |
Type of reporting person
PN | |||||
3
13G
|
CUSIP No. 750086100
| ||||||
| 1) | Name of reporting person
Promod Haque | |||||
| 2) | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3) | SEC use only
| |||||
| 4) | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
110,965 | ||||
| (6) | Shared voting power
0 | |||||
| (7) | Sole dispositive power
110,965 | |||||
| (8) | Shared dispositive power
0 | |||||
| 9) |
Aggregate amount beneficially owned by each reporting person
110,965 | |||||
| 10) |
Check if the aggregate amount in Row (9) excludes certain shares
| |||||
| 11) |
Percent of class represented by amount in Row (9)
0.1% | |||||
| 12) |
Type of reporting person
IN | |||||
4
13G
|
CUSIP No. 750086100
| ||||||
| 1) | Name of reporting person
George J. Still, Jr. | |||||
| 2) | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 3) | SEC use only
| |||||
| 4) | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with |
(5) | Sole voting power
444,136 | ||||
| (6) | Shared voting power
0 | |||||
| (7) | Sole dispositive power
444,136 | |||||
| (8) | Shared dispositive power
0 | |||||
| 9) |
Aggregate amount beneficially owned by each reporting person
444,136 | |||||
| 10) |
Check if the aggregate amount in Row (9) excludes certain shares
| |||||
| 11) |
Percent of class represented by amount in Row (9)
0.4% | |||||
| 12) |
Type of reporting person
IN | |||||
5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| Item 1 | (a) |
Name of Issuer: | ||||||||||
| Rackspace Hosting, Inc. | ||||||||||||
| Item 1 | (b) |
Address of Issuer’s Principal Executive Offices: | ||||||||||
| 5000 Walzem Road San Antonio, Texas 78218 |
||||||||||||
| Item 2 | (a) |
Name of Person Filing: | ||||||||||
| 1. Norwest Venture Partners VIII, LP 2. Itasca VC Partners VIII, LLP 3. George J. Still, Jr. 4. Promod Haque |
||||||||||||
| Item 2 | (b) |
Address of Principal Business Office or, if None, Residence: | ||||||||||
| 1. Norwest Venture Partners VIII, LP c/o Norwest Venture Partners 525 University Avenue, Suite 800 Palo Alto, CA 94301
2. Itasca VC Partners VIII, LLP c/o Norwest Venture Partners 525 University Avenue, Suite 800 Palo Alto, CA 94301
3. George J. Still, Jr. c/o Norwest Venture Partners 525 University Avenue, Suite 800 Palo Alto, CA 94301
4. Promod Haque c/o Norwest Venture Partners 525 University Avenue, Suite 800 Palo Alto, CA 94301
This statement is file d by Norwest Venture Partners VIII, LP on behalf of all of the persons listed above pursuant to Rule 13d-1(d) and Rule 13d-1(k). Norwest Venture Partners VIII, LP is a Delaware limited partnership, whose general partner is Itasca VC Partners VIII, LLP. George J. Still, Jr. and Promod Haque are the managing partners of Itasca VC Partners VIII, LLP. |
||||||||||||
| Item 2 | (c) |
Citizenship: | ||||||||||
| 1. Norwest Venture Partners VIII, LP: Delaware 2. Itasca VC Partners VIII, LLP: Delaware 3. George J. Still: United States of America 4. Promod Haque: United States of America |
||||||||||||
| Item 2 | (d) |
Title of Class of Securities: | ||||||||||
| Common Stock | ||||||||||||
| Item 2 | (e) |
CUSIP Number: | ||||||||||
| 750086100 | ||||||||||||
| Item 3 | Not Applicable | |||||||||||
6
| Item 4 | Ownership: | |||||||||
| (1) Norwest Venture Partners VIII, LP (“NVP VIII”): At December 31, 2009, NVP VIII owned of record 3,411 shares of Issuer’s common stock (“Common Stock”). This amount represents 0.0% of the total shares of Common Stock outstanding at this date.
(2) Itasca VC Partners VIII, LLP (“Itasca VC VIII”): At December 31, 2009, Itasca VC VIII may be deemed to have beneficially owned, by virtue of its status as general partner of NVP VIII, 3,411 shares of Common Stock. This amount represents 0.0% of the total shares of Issuer’s Common Stock outstanding at this date.
(3) Promod Haque: At December 31, 2009, Promod Haque may be deemed to have beneficially owned 110,965 shares of Common Stock consisting of the following: (1) 3,411 shares of Common Stock by virtue of his status as a managing partner of Itasca VC VIII, the general partner of NVP VIII, the record owner of such shares; and (2) 107,554 shares of Common Stock owned directly. This amount represents 0.1% of the total shares of Common Stock outstanding at this date.
(4) George J. Still, Jr.: At December 31, 2009, George J. Still, Jr. may be deemed to have beneficially owned 444,136 shares of Common Stock consisting of the following: (1) 3,411 shares of Common Stock by virtue of his status as a managing partner of Itasca VC VIII, the general partner of NVP VIII, the record owner of such shares; (2) 303,817 shares of Common Stock owned by Still Family Trust, of which Mr. Still is the trustee; and (3) 136,908 shares of Common Stock owned by Still Family Partners, of which Mr. Still is the general partner. This amount represents 0.4% of the total shares of Common Stock outstanding at this date. |
||||||||||
| 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 persons have ceased to be beneficial owners 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. | ||||||||||
7
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.
| Date: February 16, 2010 | ||
| NORWEST VENTURE PARTNERS VIII, LP | ||
| By ITASCA VC PARTNERS VIII, LLP, as general partner | ||
| By: | /s/ Kurt L. Betcher | |
| Kurt L. Betcher, Chief Financial Officer | ||
8
AGREEMENT
The undersigned hereby agree that this Schedule 13G to which this Agreement is attached shall be filed by Norwest Venture Partners VIII, LP on its own behalf and on behalf of (a) Itasca VC Partners VIII, LLP, a Delaware limited liability company, (b) George J. Still, Jr. and (c) Promod Haque
| Dated: February 16, 2010 | ||
| Norwest Venture Partners VIII, LP | ||
| By Itasca VC Partners VIII, LLP, as general partner | ||
| By: | /s/ Kurt L. Betcher | |
| Kurt L. Betcher, Chief Financial Officer | ||
| Itasca VC Partners VIII, LLP | ||
| By: | /s/ Kurt L. Betcher | |
| Kurt L. Betcher, Chief Financial Officer | ||
| /s/ Kurt L. Betcher | ||
| Kurt L. Betcher, as Attorney-in-fact for George J. Still, Jr. | ||
| /s/ Kurt L. Betcher | ||
| Kurt L. Betcher, as Attorney-in-fact for Promod Haque | ||
9