SEC Form 4 · accession 0001140361-16-085926
RACKSPACE HOSTING, INC. · RAX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Karl Pichler
Officer — CFO
Period of report
Nov 3, 2016
Accepted (ET)
Nov 10, 2016 · 8:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001107694
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Nov 3, 2016 | D | 157,256 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F3 | $19.51 | Nov 3, 2016 | D | 3,462 | D | — | — | Common Stock | 3,462 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $18.66 | Nov 3, 2016 | D | 3,777 | D | — | — | Common Stock | 3,777 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $38.62 | Nov 3, 2016 | D | 20,000 | D | — | — | Common Stock | 20,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $35.41 | Nov 3, 2016 | D | 5,193 | D | — | — | Common Stock | 5,193 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $54.12 | Nov 3, 2016 | D | 11,627 | D | — | — | Common Stock | 11,627 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $53.47 | Nov 3, 2016 | D | 10,862 | D | — | — | Common Stock | 10,862 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $40.43 | Nov 3, 2016 | D | 10,277 | D | — | — | Common Stock | 10,277 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $47.51 | Nov 3, 2016 | D | 7,295 | D | — | — | Common Stock | 7,295 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $37.89 | Nov 3, 2016 | D | 13,721 | D | — | — | Common Stock | 13,721 | 0 | D |
| Performance Restricted Stock UnitF3 | $0.00 | Nov 3, 2016 | D | 15,898 | D | — | — | Common Stock | 15,898 | 0 | D |
| Performance Restricted Stock UnitF3 | $0.00 | Nov 3, 2016 | D | 46,343 | D | — | — | Common Stock | 46,343 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to that certain Agreement and Plan of Merger between the Issuer, Inception Parent, Inc. and Inception Merger Sub, Inc., dated as of August 26, 2016 (the "Merger Agreement"), in exchange for a cash consideration of $32.00 per share without interest thereon (the "Merger Consideration") payable at closing or a future date, as set forth in the Merger Agreement.
- F2Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive Common Stock shares of the Issuer.
- F3Cancelled pursuant to the Merger Agreement, in exchange for Merger Consideration, except for out of the money stock options, which were cancelled without any cash payment made to the holder.