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: McAdam Timothy P (Director, 10% Owner, May be part of a 13(d) group)
Reporting Person: TCV Member Fund, L.P. (10% Owner, May be part of a 13(d) group)
Reporting Person: Technology Crossover Management VII, L.P. (10% Owner, May be part of a 13(d) group)
Reporting Person: Technology Crossover Management VII, Ltd. (10% Owner, May be part of a 13(d) group)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred Stock	$		Common Stock (10468)		Indirect
Series B Preferred Stock	$		Common Stock (5436)		Indirect
Series B Preferred Stock	$		Common Stock (91)		Indirect
Series C Preferred Stock	$		Common Stock (4498677)		Indirect
Series C Preferred Stock	$		Common Stock (2336270)		Indirect
Series C Preferred Stock	$		Common Stock (38850)		Indirect
Series D Preferred Stock	$		Common Stock (849507)		Indirect
Series D Preferred Stock	$		Common Stock (441169)		Indirect
Series D Preferred Stock	$		Common Stock (7576)		Indirect

Footnotes

F1: 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.

F2: This Form 3 is filed by more than one Reporting Person and is a joint filing with the Form 3 filed by Jay C. Hoag, Christopher P. Marshall, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., Robert W. Trudeau, John C. Rosenberg, David L. Yuan, TCV VII, L.P. and TCV VII (A), L.P. on July 16, 2015.

F3: These securities are directly held by TCV VII, L.P. Timothy P. McAdam, Jay C. Hoag, Christopher P. Marshall, Jon Q. Reynolds, Jr., Richard H. Kimball, John L. Drew, Robert W. Trudeau, John C. Rosenberg and David L. Yuan (collectively, the "TCM VII Directors") are Class A Directors of Technology Crossover Management VII, Ltd. ("Management VII") and limited partners of Technology Crossover Management VII, L.P. ("TCM VII"). Management VII is the general partner of TCM VII, which is the general partner of TCV VII, L.P. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, L.P., but each of the TCM VII Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

F4: These securities are directly held by TCV VII (A), L.P. The TCM VII Directors are Class A Directors of Management VII and limited partners of TCM VII. Management VII is the general partner of TCM VII, which is the general partner of TCV VII (A), L.P. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII (A), L.P., but each of the TCM VII Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

F5: These securities are directly held by TCV Member Fund, L.P. ("TCV MF"). The TCM VII Directors are Class A Directors of Management VII, which is a general partner of TCV MF, and limited partners of TCV MF. The TCM VII Directors and Management VII may be deemed to beneficially own the securities held by TCV MF, but the TCM VII Directors and Management VII each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

F6: The Series C 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 C Preferred Stock has no expiration
date.

F7: The Series D 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 D Preferred Stock has no expiration
date.