SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 2011
Rackspace Hosting, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34143
5000 Walzem Rd.
San Antonio, Texas 78218
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
Lanham Napier, Chief Executive Officer of Rackspace Hosting, Inc. (“Rackspace”), has entered into a written stock selling plan for asset diversification purposes in accordance with Rule 10b5-1 (“Rule 10b5-1”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rackspace's insider trading policy. Pursuant to his trading plan, Mr. Napier plans to liquidate up to 583,000 shares in Rackspace. Selling according to Mr. Napier's plan will commence on the first day of Rackspace's next open window, currently scheduled to open again in mid-February 2012, and will continue until December 31, 2012, unless sooner terminated.
In addition, Fred Reichheld, a director of Rackspace; Mark Roenigk, Rackspace's Chief Operating Officer; Jim Lewandowski, Rackspace's General Manager, Hybrid; and Steve Mills, Rackspace's Chief Information Officer, have all entered into written stock selling plans for asset diversification purposes in accordance with Rule 10b5-1 and Rackspace's insider trading policy.
Rule 10b5-1 permits the implementation of written, prearranged stock trading plans by insiders when the insiders are not in possession of material non-public information and allows the insiders to trade in accordance with their plans, regardless of any subsequent material non-public information they receive. These trading plans allow insiders to diversify their holdings and to minimize the stock market impact of sales by spreading the sales out over time. Messrs. Napier, Reichheld, Roenigk, Lewandowski and Mills will all report transactions made pursuant to their Plans to the Securities and Exchange Commission as required pursuant to Rule 16(b) of the Exchange Act. Except as required by law, Rackspace does not undertake to report Rule 10b5-1 trading plans by other Rackspace officers or directors or to report modifications, transactions or other activities under Rule 10b5-1 trading plans or the similar plans of any other officer or director.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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