Rapid7, Inc. — Director's Dealing 2017

Jun 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rapid7, Inc. (RPD)
CIK: 0001560327
Period of Report: 2017-06-12

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
2017-06-12	Common Stock	A	5865	—	Acquired	12756	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-12	Stock Option (Right to Buy)	$17.05	A	12384	Acquired	2027-06-12	Common Stock (12384)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5260299	Indirect
Common Stock	2731799	Indirect
Common Stock	45945	Indirect

Footnotes

F1: This security represents restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock of the Issuer.

F2: This RSU 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 Timothy P. McAdam's continued service with the Issuer through the applicable vesting date.

F3: Held of record by Tim 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: 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 Timothy P. McAdam's continued service with the Issuer through the applicable vesting date.

F8: Held of record by Tim P. McAdam for the benefit of TCV VII Management. The TCM Members are members of TCV VII Management. Mr. McAdam and the TCM Members each disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of their pecuniary interest therein.