Rapid7, Inc. — Director's Dealing 2019

Feb 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rapid7, Inc. (RPD)
CIK: 0001560327
Period of Report: 2019-02-13

Reporting Person: Thomas Corey E. (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-13	COMMON STOCK	M	15000	$2.17	Acquired	503503	Direct
2019-02-13	COMMON STOCK	S	11700	$45.6733	Disposed	491803	Direct
2019-02-13	COMMON STOCK	S	3300	$46.1874	Disposed	488503	Direct
2019-02-13	COMMON STOCK	S	8434	$45.7637	Disposed	141566	Indirect
2019-02-13	COMMON STOCK	S	1566	$46.3656	Disposed	140000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-13	Stock Option (Right to Buy)	$2.17	M	15000	Disposed	2022-03-21	COMMON STOCK (15000.0)	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 November 14, 2018.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.07 to $46.06, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.07 to $46.38, 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.

F4: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Corey E. Thomas Irrevocable Trust of 2016 on November 14, 2018.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.26 to $46.25, 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.

F6: Represents shares held by the Corey E. Thomas Irrevocable Trust of 2016, which is administrated by an independent trustee, and is for the benefit of the reporting person's immediate and other family members. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.27 to $46.54, 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.

F8: Immediately exercisable.