Rapid7, Inc. — Director's Dealing 2015

Jul 17, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Rapid7, Inc. (RPD)
CIK: 0001560327
Period of Report: 2015-07-16

Reporting Person: Young Christopher David (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	74908	Direct
Common Stock	21327	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred Stock	$		Common Stock (31990)		Indirect
Stock Option (Right to Buy)	$7.73	2024-02-04	Common Stock (11250)		Direct
Stock Option (Right to Buy)	$10.88	2025-05-05	Common Stock (10000)		Direct

Footnotes

F1: These shares are owned by the Christopher D. Young Revocable Trust (the "Trust"). The Reporting Person is the sole trustee of the Trust and, as such, has the sole power to vote and dispose of the shares owned by the Trust. The Reporting Person disclaims beneficial ownership of the shares owned by the Trust, except to the extent of his pecuniary interest therein.

F2: The Series B Preferred Stock will automatically convert into the same number of shares of common stock upon the closing of the Issuer's initial public offering. The Series B Preferred Stock has no expiration date.

F3: 416 of these shares are immediately exercisable. The remaining shares shall vest and become exercisable in 26 monthly installments beginning on August 1, 2015, subject to the Reporting Person's continuous service through each vesting date.

F4: 416 of these shares are immediately exercisable. The remaining shares shall vest and become exercisable in 46 monthly installments beginning on August 5, 2015, subject to the Reporting Person's continuous service through each vesting date.