Rapid7, Inc. — Director's Dealing 2017

Nov 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rapid7, Inc. (RPD)
CIK: 0001560327
Period of Report: 2017-11-13

Reporting Person: BAIN CAPITAL VENTURE INVESTORS, LLC (10% Owner)
Reporting Person: Bain Capital Venture Partners 2007, L.P. (10% Owner)
Reporting Person: Bain Capital Venture Fund 2007, L.P. (10% Owner)
Reporting Person: BCIP Venture Associates (10% Owner)
Reporting Person: BCIP VENTURE ASSOCIATES-B (10% Owner)
Reporting Person: KRUPKA MICHAEL A (10% Owner)
Reporting Person: Agarwal Ajay (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-13	Common Stock	S	898517	$18.30	Disposed	6682713	Indirect

Footnotes

F1: Bain Capital Venture Investors, LLC ("BCVI") is the general partner of Bain Capital Venture Partners 2007, L.P. ("Partners 2007"), which is the general partner of Bain Capital Venture Fund 2007, L.P. ("Fund 2007"). As a result, Partners 2007 may be deemed to share voting and dispositive power with respect to shares of Common Stock held by Fund 2007. Partners 2007 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On November 13, 2017, Fund 2007 sold 785,414 shares of Common Stock. Following such sale Fund 2007 held 5,841,509 shares of Common Stock.

F2: On November 13, 2017, BCIP Venture Associates ("BCIP VA"), whose managing partner is Boylston Coinvestors, LLC ("Boylston"), sold 111,707 shares of Common Stock. Following such sale BCIP VA held 830,820 shares of Common Stock.

F3: On November 13, 2017, BCIP Venture Associates-B ("BCIP VA-B" and together with Fund 2007, and BCIP VA, the "Bain Capital Entities"), whose managing partner is Boylston, sold 1,396 shares of Common Stock. Following such sale BCIP VA-B held 10,384 shares of Common Stock.

F4: The governance, investment strategy and decision-making process with respect to the investments held by the Bain Capital Entities is directed by the Executive Committee of BCVI, which consists of Michael A. Krupka, and Ajay Agarwal. As a result, BCVI may be deemed to share voting and dispositive power with respect to all of the shares of Common Stock held by the Bain Capital Entities. BCVI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.