Rapid7, Inc. — Director's Dealing 2019

May 29, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rapid7, Inc. (RPD)
CIK: 0001560327
Period of Report: 2019-05-23

Reporting Person: McAdam Timothy P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-23	Common Stock	S	10000	$52.51	Disposed	8385	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5299	Direct

Footnotes

F1: Shares contributed by the reporting person to an exchange fund in return for shares of the exchange fund. The exchange fund closed on May 23, 2019 and the common stock was contributed on that date. The common stock was valued at $52.51 per share, the market closing price for the day prior to the closing date, for purposes of determining the number of shares of the exchange fund issued to the reporting person.

F2: 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. Mr. McAdam is a member of TCV VII Management and disclaims beneficial ownership of such RSUs and the underlying shares of the issuer's common stock except to the extent of his respective pecuniary interest therein.