Rapid7, Inc. — Director's Dealing 2016

Oct 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rapid7, Inc. (RPD)
CIK: 0001560327
Period of Report: 2016-10-17

Reporting Person: Gatoff Steven (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-17	Common Stock	M	15000	$5.05	Acquired	86629	Direct
2016-10-17	Common Stock	S	14600	$15.0474	Disposed	72029	Direct
2016-10-17	Common Stock	S	400	$15.895	Disposed	71629	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-17	Employee Stock Option (Right to Buy)	$5.05	M	15000	Disposed	2023-03-12	Common Stock (15000)	Direct

Footnotes

F1: Includes 1,443 shares acquired under the Rapid7, Inc. 2015 Employee Stock Purchase Plan on September 15, 2016.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 7, 2016.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.70 to $15.68, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.79 to $16.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F5: As of the transaction date, 276,573 shares subject to the option were immediately exercisable. One-fourth of the shares underlying the option vested on December 15, 2013, and the remaining shares vest and become exercisable in 36 equal monthly installments thereafter, subject to the reporting person's continuous service through each vesting date.