UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A


Amendment No. 1


(Mark one)


RQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2013 .


oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ______ to ______.





Commission file number 001-34143





RACKSPACE HOSTING, INC.


(Exact name of registrant as specified in its charter)








Delaware74-3016523(State or other jurisdiction ofincorporation or organization)(IRS EmployerIdentification No.)





5000 Walzem Rd.


San Antonio, Texas 78218


(Address of principal executive offices, including zip code)





(210) 312-4000


(Registrant’s telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes R No o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( § 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes R No o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer," "accelerated filer" and "smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filerRAccelerated fileroNon-accelerated fileroSmaller reporting companyo





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o No R





O n May 3, 2013, 138,112,858 sh ares of the registrant’s Common Stock, $0.001 par value, were outstanding.




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EXPLANATORY NOTE





Rackspace ® Hosting, Inc. is filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (the "Original Report"), originally filed with the Securities and Exchange Commission (the "SEC") on May 10, 2013, for the sole purpose of revising Exhibit 10.1 to address comments received from the SEC Staff in response to our request for confidential treatment for certain portions of the Exhibit. The Exhibit Index included with the Original Report is hereby amended to include a revised redacted version of the Exhibit.





This Amendment is limited in scope to the item identified above and should be read in conjunction with the Original Report and our filings made with the SEC subsequent to the filing of the Original Report. Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Report.


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PART II – OTHER INFORMATION





ITEM 6 – EXHIBITS





Exhibit NumberDescription10.1†*Agreement for Lease between Digital Realty (St. Denis SARL) and Rackspace Limited, dated January 11, 201331.1(1)Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2(1)Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.3*Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.4*Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1(1)Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2(1)Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002101.INS(1)XBRL Instance Document101.SCH(1)XBRL Taxonomy Extension Schema101.CAL(1)XBRL Taxonomy Extension Calculation Linkbase101.DEF(1)XBRL Taxonomy Extension Definition Linkbase101.LAB(1)XBRL Taxonomy Extension Label Linkbase101.PRE(1)XBRL Taxonomy Extension Presentation Linkbase





|  |                                                                                                                                                                                                                       
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|† | Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this Quarterly Report on Form 10-Q/A and submitted separately to the Securities and Exchange Commission.

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|- | ---------------
|* | Filed herewith.

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|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Previously filed or furnished as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed on May 10, 2013.













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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 to be signed on its behalf by the undersigned, thereunto duly authorized, on December 31, 2013 .








Rackspace Hosting, Inc.





Date:December 31, 2013By:/s/ Karl PichlerKarl PichlerChief Financial Officer and Treasurer(Principal Financial Officer)





Date:December 31, 2013By:/s/ Joseph SaporitoJoseph SaporitoChief Accounting Officer(Principal Accounting Officer)





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