Rapid7, Inc. — Director's Dealing 2021

Nov 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rapid7, Inc. (RPD)
CIK: 0001560327
Period of Report: 2021-11-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-02	COMMON STOCK	M	50000	$5.05	Acquired	390200	Direct
2021-11-02	COMMON STOCK	S	6230	$121.9765	Disposed	383970	Direct
2021-11-02	COMMON STOCK	S	20143	$122.7748	Disposed	363827	Direct
2021-11-02	COMMON STOCK	S	16431	$123.9406	Disposed	347396	Direct
2021-11-02	COMMON STOCK	S	4912	$125.8555	Disposed	342484	Direct
2021-11-02	COMMON STOCK	S	2284	$126.2878	Disposed	340200	Direct
2021-11-03	COMMON STOCK	M	50000	$5.05	Acquired	390200	Direct
2021-11-03	COMMON STOCK	S	1052	$121.7516	Disposed	389148	Direct
2021-11-03	COMMON STOCK	S	4309	$122.8557	Disposed	384839	Direct
2021-11-03	COMMON STOCK	S	5300	$123.8915	Disposed	379539	Direct
2021-11-03	COMMON STOCK	S	12290	$125.2774	Disposed	367249	Direct
2021-11-03	COMMON STOCK	S	18637	$126.1298	Disposed	348612	Direct
2021-11-03	COMMON STOCK	S	4957	$127.2691	Disposed	343655	Direct
2021-11-03	COMMON STOCK	S	3455	$127.9839	Disposed	340200	Direct
2021-11-04	COMMON STOCK	M	21905	$5.05	Acquired	362105	Direct
2021-11-04	COMMON STOCK	S	1600	$129.295	Disposed	360505	Direct
2021-11-04	COMMON STOCK	S	800	$129.95	Disposed	359705	Direct
2021-11-04	COMMON STOCK	S	1399	$132.7102	Disposed	358306	Direct
2021-11-04	COMMON STOCK	S	7424	$133.8793	Disposed	350882	Direct
2021-11-04	COMMON STOCK	S	7909	$134.8646	Disposed	342973	Direct
2021-11-04	COMMON STOCK	S	1536	$136.2345	Disposed	341437	Direct
2021-11-04	COMMON STOCK	S	1237	$142.0206	Disposed	340200	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-02	Stock Option (Right to Buy)	$5.05	M	50000	Disposed	2023-01-03	COMMON STOCK (50000.0)	Direct
2021-11-03	Stock Option (Right to Buy)	$5.05	M	50000	Disposed	2023-01-03	COMMON STOCK (50000.0)	Direct
2021-11-04	Stock Option (Right to Buy)	$5.05	M	21905	Disposed	2023-01-03	COMMON STOCK (21905.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK	218748	Indirect
COMMON STOCK	30000	Indirect

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 September 7, 2021.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.37 to $122.12, 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 $122.38 to $123.04, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.38 to $124.29, 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.24 to $126.18, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.27 to $126.84, 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.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.33 to $122.26, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.34 to $123.18, 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.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.40 to $124.27, 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.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.64 to $125.62, 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.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.64 to $126.63, 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.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.665 to $127.64, 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.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.675 to $128.115, 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.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.89 to $129.43, 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.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.19 to $133.11, 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.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.40 to $134.35, 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.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.40 to $135.31, 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.

F18: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.63 to $136.51, 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.

F19: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.86 to $142.77, 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.

F20: Represents shares held by the Thomas Family Holdings LLC ("LLC"). The Reporting Person is the manager of LLC and has the power to vote and dispose of the shares held by LLC. The Reporting Person disclaims beneficial ownership of the shares owned by LLC except to the extent of his pecuniary interest therein.

F21: 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.

F22: Immediately exercisable.