Rapid7, Inc. — Director's Dealing 2017

Dec 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rapid7, Inc. (ALRM)
CIK: 0001560327
Period of Report: 2017-12-20

Reporting Person: McAdam Timothy P (Director, 10% Owner, May be part of a 13(d) group)
Reporting Person: HOAG JAY C (Director, 10% Owner, Director by Deputization)
Reporting Person: KIMBALL RICK (Director, 10% Owner, Director by Deputization)
Reporting Person: DREW JOHN (Director, 10% Owner, Director by Deputization)
Reporting Person: REYNOLDS JON Q JR (Director, 10% Owner, Director by Deputization)
Reporting Person: Trudeau Robert (Director, 10% Owner, Director by Deputization)
Reporting Person: Marshall Christopher P (Director, 10% Owner, Director by Deputization)
Reporting Person: TCV VII Management, L.L.C. (Director, 10% Owner, Director by Deputization)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-20	Common Stock	A	3968	—	Acquired	3968	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8579694	Indirect
Common Stock	4455634	Indirect
Common Stock	81123	Indirect
Common Stock	35753	Indirect
Common Stock	29780	Indirect
Common Stock	93288	Indirect
Common Stock	93288	Indirect
Common Stock	128931	Indirect
Common Stock	266	Indirect

Footnotes

F1: Represents a grant of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.

F2: The shares underlying this restricted stock unit award vest on the date of the Issuer's 2018 annual meeting of stockholders, subject to Timothy P. McAdam's continued service with the Issuer on such date.

F3: Held of record by Timothy P. McAdam for the benefit of TCV VII Management, L.L.C. ("TCV VII Management"). Jay C. Hoag, Christopher P. Marshall, Jon Q. Reynolds, Jr., Richard H. Kimball, John L. Drew, and Robert W. Trudeau (the "TCM Members") are members of TCV VII Management. Mr. McAdam and the TCM Members each disclaims beneficial ownership of such RSUs and the underlying shares of the Issuer's common stock except to the extent of their pecuniary interest therein.

F4: These securities are 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.

F5: These securities are 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.

F6: These securities are 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.

F7: Shares are held directly by Timothy P. McAdam.

F8: Christopher P. Marshall is a Trustee of the Marshall Carroll 2000 Trust. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F9: Jay C. Hoag is the Trustee of the Hoag Family Trust U/A Dtd 8/2/94. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F10: Jay C. Hoag is a General Partner of Hamilton Investments Limited Partnership. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F11: Richard H. Kimball is a General Partner of Goose Rocks Beach Partners, L.P. Mr. Kimball disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F12: Christopher P. Marshall is a General Partner of Marshall Partners. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.