Sec Form 4/A Filing - HAQUE PROMOD @ RACKSPACE HOSTING, INC. - 2009-11-30

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 HAQUE PROMOD 2. Issuer Name and Ticker or Trading Symbol RACKSPACE HOSTING, INC. [ RAX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 525 UNIVERSITY AVENUE, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2009 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 12/02/2009 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 11/30/2009 J 6,780,282 D ( 1 ) $ 0 6,539,723 I By Limited Partnerships ( 2 ) Common Stock 199,742 D Common Stock 12/01/2009 S 4,610 ( 3 ) D 6,535,113 I By Limited Partnerships ( 3 ) Common Stock 199,742 D

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 HAQUE PROMOD 525 UNIVERSITY AVENUE, SUITE 800 PALO ALTO, CA94301 X Signatures /s/ Kurt L. Betcher, Attorney-In-Fact 03/31/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares were disposed via a pro rata in-kind distribution of Rackspace Hosting, Inc. stock from Norwest Venture Partners VII-A, L.P., Norwest Venture Partners VIII, L.P., and Norwest Venture Partners IX, L.P. to their limited and general partners (the "Distribution"). ( 2 )The Distribution resulted in a change in the form of beneficial ownership so that following the Distribution 107,554 shares were beneficially owned by Haque Family Partners, 199,742 shares were beneficially owned by Mr. Haque directly, 3,568 shares were beneficially owned by Itasca VC Partners VIII, LLP ("Itasca"), and 1,042 shares were beneficially owned by Genesis VC Partners IX, LLP ("Genesis" and, together with Itasca, the "General Partners"). The remaining shares were held by Norwest Venture Partners VII-A, L.P. (1,701,760 shares), Norwest Venture Partners VIII, L.P. (3,865,408 shares), and Norwest Venture Partners IX, L.P. (752,837 shares)(collectively, the "Partnerships"). By virtue of his position as managing partner or managing director of the Partnerships and the General Partners, Mr. Haque may be deemed to beneficially own such securities. Mr. Haque disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest therein. ( 3 )Shares sold by the General Partners. Following these sales, the General Partners no longer held any shares. ( 4 )The prices for these sales ranged from $19.11 to $19.15 per share. The reporting person hereby undertakes to provide, upon written request, to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

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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