Sec Form 4 Filing - WESTON GRAHAM M @ RACKSPACE HOSTING, INC. - 2012-05-09

Insider filing report for Changes in Beneficial Ownership
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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
X __ Officer (give title below) _____ Other (specify below)
Chairman of the Board
(Last) (First) (Middle)
C/O RACKSPACE HOSTING, INC., 5000 WALZEM ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/09/2012
(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 05/09/2012 S 100,000 ( 1 ) D $ 52.065 ( 2 ) ( 3 ) 1,756,213 I Shares held by Wittington America, Ltd. ( 4 )
Common Stock 05/10/2012 S 100,000 ( 1 ) D $ 52.6864 ( 3 ) ( 5 ) 1,656,213 I Shares held by Wittington America, Ltd. ( 4 )
Common Stock 05/11/2012 S 100,000 ( 1 ) D $ 52.5475 ( 3 ) ( 6 ) 1,556,213 I Shares held by Wittington America, Ltd. ( 4 )
Common Stock 104,800 D
Common Stock 17,278,564 I Shares held by Trout, Ltd. ( 7 )
Common Stock 3,696 I Shares held by Knightsbridge L.C. ( 8 )
Common Stock 200 I Shares held by Overlord Capital Inc ( 9 )
Common Stock 85,227 I Shares held by the Weston Remainderman Fund. ( 10 )
Common Stock 91,266 I Shares held by or for the benefit of family members.
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
C/O RACKSPACE HOSTING, INC.
5000 WALZEM ROAD
SAN ANTONIO, TX78218
X X Chairman of the Board
Signatures
/s/ William Alberts by Power of Attorney 05/11/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were sold pursuant to Wittington America, Ltd. Rule 10b5-1 trading plan adopted by the general partner of Wittington America, Ltd. on March 14, 2011.
( 2 )The prices for these sales of shares ranged from $50.83 to $52.78 per share.
( 3 )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.
( 4 )Mr. Weston is the sole owner of Knightsbridge, LC 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 )The prices for these sales of shares ranged from $52.26 to $53.35 per share.
( 6 )The prices for these sales of shares ranged from $51.86 to $53.09 per share.
( 7 )Mr. Weston is the sole owner of Knightsbridge, LC which is the general partner of Trout, Ltd.
( 8 )Mr. Weston is the sole owner of Knightsbridge, LC
( 9 )Mr. Weston is the sole owner of Overlord Capital, Inc.
( 10 )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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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