Rapid7, Inc. — Director's Dealing 2018

May 17, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rapid7, Inc. (RPD)
CIK: 0001560327
Period of Report: 2018-05-16

Reporting Person: McAdam Timothy P (Director)
Reporting Person: HOAG JAY C (Director, Director by Deputization)
Reporting Person: KIMBALL RICK (Director, Director by Deputization)
Reporting Person: DREW JOHN (Director, Director by Deputization)
Reporting Person: REYNOLDS JON Q JR (Director, Director by Deputization)
Reporting Person: Trudeau Robert (Director, Director by Deputization)
Reporting Person: Marshall Christopher P (Director, Director by Deputization)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-16	Common Stock	S	981638	$30.00	Disposed	1333747	Indirect
2018-05-16	Common Stock	S	509788	$30.00	Disposed	692647	Indirect
2018-05-16	Common Stock	S	8574	$30.00	Disposed	11649	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5328	Indirect
Common Stock	9622	Indirect
Common Stock	48714	Indirect

Footnotes

F1: The shares were sold in a registered public offering pursuant to a Registration Statement on Form S-3, which was declared effective by the SEC on June 2, 2017. The reported sale price represents the offering price per share to the public, net of underwriters' discount of $0.25.

F2: These securities are directly held by TCV VII, L.P. ("TCV VII"). 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. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, 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 VII (A), L.P. ("TCV VII (A)"). 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). The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII (A), 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.

F4: 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.

F5: Shares held directly by Timothy P. McAdam.

F6: Represents restricted stock units ("RSUs") held of record by Timothy P. McAdam, for the benefit of TCV VII Management, L.L.C. ("TCV VII Management"). Each RSU represents a contingent right to receive one share of common stock the issuer. 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 to Mr. McAdam's continued service with the issuer through the applicable vesting date. 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 respective pecuniary interests therein.

F7: Richard H. Kimball is the General Partner of Goose Rocks Beach Partners, L.P. Mr. Kimball disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.