Rapid7, Inc. — Director's Dealing 2016

Oct 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rapid7, Inc. (RPD)
CIK: 0001560327
Period of Report: 2016-10-03

Reporting Person: Burton Andrew F. (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-03	Common Stock	A	45000	$0.00	Acquired	217300	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-03	Employee Stock Option (Right to Buy)	$17.59	A	90000	Acquired	2026-10-03	Common Stock (90000)	Direct

Footnotes

F1: This security represents restricted stock units granted under the Issuer's 2015 Equity Incentive Plan, as amended, to the Reporting Person in connection with his appointment to the newly created role of Chief Operating Officer of the Issuer. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.

F2: The restricted stock unit grant vests in sixteen equal quarterly installments on the 15th day of each calendar quarter beginning on November 15, 2016, subject to the Reporting Person's continued service with the Issuer.

F3: This option was granted under the Issuer's 2015 Equity Incentive Plan, as amended, to the Reporting Person in connection with his appointment to the the newly created role of Chief Operating Officer of the Issuer.

F4: This option shall vest and become exercisable in sixteen equal quarterly installments on the 15th day of each calendar quarter beginning on November 15, 2016, subject to the Reporting Person's continued service with the Issuer.