Rapid7, Inc. — Director's Dealing 2018

Jun 14, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rapid7, Inc. (RPD)
CIK: 0001560327
Period of Report: 2018-06-12

Reporting Person: Nye Benjamin (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-12	Common Stock	A	5299	$0.00	Acquired	18055	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2182713	Indirect

Footnotes

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

F2: This restricted stock unit 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 the grant, in each case subject to the Reporting Person's continued service with the Issuer through the applicable vesting date.

F3: Represents shares of Common Stock held directly by Bain Capital Venture Fund 2007, L.P., BCIP Venture Associates and BCIP Venture Associates-B (collectively, the "Bain Capital Entities").

F4: The governance, investment strategy and decision making process with respect to investments held by the Bain Capital Entities is directed by the Executive Committee of Bain Capital Ventures Investors, LLC ("BCVI"). Mr. Nye is a Senior Advisor of BCVI. By virtue of the relationships described in these footnotes, Mr. Nye may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Entities. Mr. Nye disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.