Rapid7, Inc. — Director's Dealing 2017

Jun 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: McAdam Timothy P (Director, 10% Owner, May be part of a 13(d) group)
Reporting Person: TCV Member Fund, L.P. (10% Owner, May be part of a 13(d) group)
Reporting Person: Technology Crossover Management VII, L.P. (10% Owner, May be part of a 13(d) group)
Reporting Person: Technology Crossover Management VII, Ltd. (10% Owner, May be part of a 13(d) group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-06	Common Stock	S	916196	$18.00	Disposed	5260299	Indirect
2017-06-06	Common Stock	S	475802	$18.00	Disposed	2731799	Indirect
2017-06-06	Common Stock	S	8002	$18.00	Disposed	45945	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6891	Indirect

Footnotes

F1: These securities are directly 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.

F2: These securities are directly 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.

F3: These securities are directly 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.

F4: Represents restricted stock units ("RSUs") held of record by Timothy P. McAdam. Each RSU represents a contingent right to receive one share of common stock of the issuer.

F5: The RSUs vest 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 Timothy P. McAdam's continued service with the issuer through the applicable vesting date.

F6: Mr. McAdam has the sole voting and dispositive power over the shares; however, TCV VII Management, L.L.C. ("TCV VII Management") owns 100% of the pecuniary interest therein. 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 are members of TCV VII Management, but 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.