Rapid7, Inc. — Director's Dealing 2016

Jun 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rapid7, Inc. (RPD)
CIK: 0001560327
Period of Report: 2016-06-13

Reporting Person: Young Christopher David (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-13	Common Stock	A	6891	$0.00	Acquired	81799	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-13	Stock Option (Right to Buy)	$14.51	A	15174	Acquired	2026-06-13	Common Stock (15174)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	53317	Indirect

Footnotes

F1: This security represents restricted stock units. 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 full on the earlier of: (i) the date of the Issuer's next annual meeting of stockholders held after the date of the grant or (ii) the first anniversary of the date of grant, in each case subject to the Reporting Person's continued service with the Issuer through the applicable vesting date.

F3: These shares are held by the Christopher D. Young Revocable Trust (the "Trust"), of which Christopher Young is the sole trustee. The Reporting Person has sole voting and dispositive power over the held shares 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.

F4: This option vests in full on the earlier of: (i) the date of the Issuer's next annual meeting of stockholders held after the date of the grant or (ii) the first anniversary of the date of grant, in each case subject to the Reporting Person's continued service with the Issuer through the applicable vesting date.