Rapid7, Inc. — Director's Dealing 2018

Aug 17, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rapid7, Inc. (RPD)
CIK: 0001560327
Period of Report: 2018-08-15

Reporting Person: Weiner Lee David (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-15	COMMON STOCK	M	3750	$12.47	Acquired	145221	Direct
2018-08-15	COMMON STOCK	M	17500	$12.98	Acquired	162721	Direct
2018-08-15	COMMON STOCK	S	21250	$32.1294	Disposed	141471	Direct
2018-08-15	COMMON STOCK	F	4444	$32.18	Disposed	137027	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-15	Employee Stock Option (Right to Buy)	$12.47	M	3750	Disposed	2027-01-31	COMMON STOCK (3750.0)	Direct
2018-08-15	Employee Stock Option (Right to Buy)	$12.98	M	17500	Disposed	2026-02-02	COMMON STOCK (17500.0)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 15, 2018.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.80 to $32.37, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3: Represents shares withheld by the Issuer to satisfy Mr. Weiner's tax withholding obligation upon the vesting of restricted stock units previously granted to Mr. Weiner on February 2, 2016, January 31, 2017 and February 1, 2018.

F4: The shares underlying this option vest and become exercisable in 16 equal quarterly installments, with the first installment vesting on May 15, 2017, subject to the reporting person's continued service with the Issuer through each vesting date.

F5: The shares underlying this option vest and become exercisable in 16 equal quarterly installments, with the first installment vesting on May 15, 2016, subject to the reporting person's continued service with the Issuer through each vesting date.