Rapid7, Inc. — Director's Dealing 2016

Nov 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rapid7, Inc. (RPD)
CIK: 0001560327
Period of Report: 2016-10-31

Reporting Person: BRUNER JUDY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-31	Common Stock	A	13956	$0.00	Acquired	13956	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-31	Stock Option (Right to Buy)	$14.33	A	29542	Acquired	2026-10-31	Common Stock (29542)	Direct

Footnotes

F1: This security represents restricted stock units granted under the Issuer's 2015 Equity Incentive Plan, as amended, as an initial one-time grant to the Reporting Person in connection with her appointment to the Issuer's Board of Directors. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.

F2: This restricted stock unit grant vests in three substantially equal annual installments beginning on October 31, 2017, in each case subject to the Reporting Person's continued service with the Issuer through the applicable vesting date.

F3: This option was granted under the Issuer's 2015 Equity Incentive Plan, as amended, as an initial one-time grant to the Reporting Person in connection with her appointment to the Issuer's Board of Directors.

F4: This option vests in three substantially equal annual installments beginning on October 31, 2017, in each case subject to the Reporting Person's continued service with the Issuer through the applicable vesting date.