Rapid7, Inc. — Director's Dealing 2019

Feb 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rapid7, Inc. (RPD)
CIK: 0001560327
Period of Report: 2019-02-14

Reporting Person: TCV VII LP (May be part of a 13(d) group)
Reporting Person: TCV VII(A) L P (May be part of a 13(d) group)
Reporting Person: TCV Member Fund, L.P. (May be part of a 13(d) group)
Reporting Person: Technology Crossover Management VII, L.P. (May be part of a 13(d) group)
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
2019-02-14	Common Stock	J	679322	—	Disposed	0	Indirect
2019-02-14	Common Stock	J	352788	—	Disposed	0	Indirect
2019-02-14	Common Stock	J	5933	—	Disposed	0	Indirect
2019-02-14	Common Stock	J	261898	—	Acquired	261898	Indirect
2019-02-14	Common Stock	J	259089	—	Disposed	2809	Indirect
2019-02-14	Common Stock	J	24287	—	Acquired	24287	Indirect
2019-02-14	Common Stock	J	24288	—	Acquired	24288	Indirect
2019-02-14	Common Stock	J	33567	—	Acquired	33567	Indirect
2019-02-14	Common Stock	J	17780	—	Acquired	17780	Indirect
2019-02-14	Common Stock	J	10884	—	Acquired	10884	Indirect
2019-02-14	Common Stock	J	29669	—	Acquired	58339	Indirect
2019-02-14	Common Stock	J	28665	—	Acquired	28665	Indirect
2019-02-14	Common Stock	J	11002	—	Acquired	11002	Indirect
2019-02-14	Common Stock	J	139	—	Acquired	139	Indirect
2019-02-15	Common Stock	S	2809	$45.423	Disposed	0	Indirect
2019-02-15	Common Stock	S	17780	$45.6115	Disposed	0	Indirect
2019-02-15	Common Stock	S	10884	$45.6115	Disposed	0	Indirect
2019-02-15	Common Stock	S	24365	$45.50	Disposed	4300	Indirect
2019-02-15	Common Stock	S	4300	$46.387	Disposed	0	Indirect
2019-02-15	Common Stock	M	27558	$45.667	Acquired	32857	Indirect
2019-02-15	Common Stock	S	27558	$45.667	Disposed	5299	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-15	Stock Option (right to buy)	$45.667	M	15174	Disposed	2026-06-13	Common Stock (15174)	Indirect
2019-02-15	Stock Option (right to buy)	$45.667	M	12384	Disposed	2027-06-12	Common Stock (12384)	Indirect

Footnotes

F1: In kind pro-rata distribution from TCV VII, L.P. ("TCV VII") to its partners, without consideration.

F2: These securities are directly held by TCV VII. Timothy P. McAdam, Jay C. Hoag, Christopher P. Marshall, Jon Q. Reynolds, Jr., Richard H. Kimball, John L. Drew, Robert W. Trudeau, 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: In kind pro-rata distribution from TCV VII (A), L.P. ("TCV VII (A)") to its partners, without consideration.

F4: These securities are directly held by 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.

F5: In kind pro-rata distribution from TCV Member Fund, L.P. ("TCV MF") to its partners, without consideration.

F6: These securities are directly held by 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.

F7: Acquisition by TCM VII pursuant to an in kind pro-rata distribution by each of TCV VII and TCV VII (A) to each of its respective partners, without consideration.

F8: These securities are directly held by TCM VII. The TCM VII Directors are Class A Directors of Management VII, which is the General Partner of TCM VII and Limited Partners of TCM VII. The TCM VII Directors
and Management VII may be deemed to beneficially own the securities held by TCM VII, but the TCM VII Directors and Management VII each disclaim beneficial ownership of such securities except to the extent of their
pecuniary interest therein.

F9: In kind pro-rata distribution from TCM VII to its partners, without consideration.

F10: Acquisition by the Hoag Family Trust U/A Dtd 8/2/94 pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.

F11: Jay C. Hoag is a Trustee of the Hoag Family Trust U/A Dtd 8/2/94. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F12: Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.

F13: Jay C. Hoag is a General Partner of Hamilton Investments Limited Partnership. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F14: Acquisition by Goose Rocks Beach Partners, L.P. pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.

F15: 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.

F16: Acquisition by Drew Family Trust dated 10/5/2004 pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.

F17: John L. Drew is a Trustee of the Drew Family Trust dated 10/5/2004. Mr. Drew disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F18: Acquisition by Ten 271 Partners B pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.

F19: John L. Drew is a General Partner of Ten 271 Partners B. Mr. Drew disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F20: Acquisition by the Reynolds Family Trust pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.

F21: Jon Q. Reynolds, Jr. is a Trustee of the Reynolds Family Trust. Mr. Reynolds disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F22: Acquisition by Robert W. Trudeau pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.

F23: Shares held directly by Robert W. Trudeau.

F24: Acquisition by the Marshall Carroll 2000 Trust pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.

F25: Christopher P. Marshall is a Trustee of the Marshall Carroll 2000 Trust. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F26: Acquisition by Marshall Partners pursuant to an in kind pro-rata distribution by TCV MF to its partners, without consideration.

F27: Christopher P. Marshall is a General Partner of Marshall Partners. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F28: This number represents a weighted average sales price. The shares were sold at prices ranging from $45.40 to $45.44. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange
Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

F29: This number represents a weighted average sales price. The shares were sold at prices ranging from $45.23 to $45.69. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange
Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

F30: This number represents a weighted average sales price. The shares were sold at prices ranging from $45.50 to $45.515. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange
Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

F31: This number represents a weighted average sales price. The shares were sold at prices ranging from $45.43 to $45.94. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange
Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

F32: This number represents a weighted average sales price. The shares were sold at prices ranging from $46.00 to $46.72. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange
Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

F33: 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. Messrs. Hoag, Marshall, Reynolds, Kimball, Drew, and 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 interest therein.

F34: This option vested 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 the Reporting
Person's continued service with the Issuer through the applicable vesting date.

F35: Timothy P. McAdam has sole voting and dispositive power over the options he holds directly.
However, TCV VII Management has a right to 100% of the pecuniary interest in such options. Mr.
McAdam is a member of

TCV VII Management. Mr. McAdam disclaims beneficial ownership of such options and the shares to be
received upon the exercise of such options except to the extent of his pecuniary interest therein.