SEC Form 4 · accession 0001140361-16-085934
RACKSPACE HOSTING, INC. · RAX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Graham M Weston
Director · 10% Owner
Period of report
Jun 2, 2016
Accepted (ET)
Nov 10, 2016 · 8:57 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 | Jun 2, 2016 | J | 3,948,020 | $0.00 | D | 9,330,544 | I | Shares held by Trout Capital, Ltd. |
| Common StockF2 | Jun 2, 2016 | A | 3,948,020 | $0.00 | A | 3,948,020 | I | Shares held by Trout 2003, Ltd. |
| Common StockF3 | Jun 2, 2016 | J | 3,952 | $0.00 | D | 6,460 | I | Shares held by Knightsbridge LC |
| Common StockF2 | Jun 2, 2016 | A | 3,952 | $0.00 | A | 3,951,972 | I | Shares held by Trout 2003, Ltd. |
| Common StockF4,F5 | Nov 3, 2016 | D | 236,673 | — | D | 0 | D | |
| Common StockF4,F1 | Nov 3, 2016 | D | 9,330,544 | — | D | 0 | I | Shares held by Trout Capital, Ltd. |
| Common StockF4,F6 | Nov 3, 2016 | D | 4,957,012 | — | D | 0 | I | Shares held by Wittington America, Ltd. |
| Common StockF4,F3 | Nov 3, 2016 | D | 6,460 | — | D | 0 | I | Shares held by Knightsbridge L.C. |
| Common StockF4,F7 | Nov 3, 2016 | D | 685 | — | D | 0 | I | Shares held by Overlord Capital, Inc. |
| Common StockF4,F8 | Nov 3, 2016 | D | 85,227 | — | D | 0 | I | Shares held by the Weston Remainderman Fund |
| Common StockF4 | Nov 3, 2016 | D | 100,596 | — | D | 0 | I | Shares held by or for the benefit of family members |
| Common StockF4,F9 | Nov 3, 2016 | D | 257,000 | — | D | 0 | I | Shares held by the Ruby USA Trust |
| Common StockF4,F2 | Nov 3, 2016 | D | 3,951,972 | — | D | 0 | I | Shares held by Trout 2003, Ltd. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Mr. Weston is the sole owner of Knightsbridge, L.C. which is the general partner of Trout Capital, Ltd.
- F2Mr. Weston is the sole owner of Trout 2003, Ltd.
- F3Mr. Weston is the sole owner of Knightsbridge, L.C.
- F4Disposed 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 payment of $32.00 per share without interest thereon (the "Merger Consideration").
- F5Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive Common Stock shares of the Issuer.
- F6Mr. Weston is the sole owner of Knightsbridge, L.C. 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.
- F7Mr. Weston is the sole owner of Overlord Capital, Inc.
- F8Mr. 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.
- F9Mr. Weston is the sole owner of The Ruby Trust USA.