Rapid7, Inc. — Director's Dealing 2021

Feb 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rapid7, Inc. (RPD)
CIK: 0001560327
Period of Report: 2021-02-15

Reporting Person: Kaes Peter (SVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-15	COMMON STOCK	A	1133	—	Acquired	82396	Direct
2021-02-15	COMMON STOCK	F	2382	$87.61	Disposed	80014	Direct
2021-02-16	COMMON STOCK	M	30000	$12.47	Acquired	110014	Direct
2021-02-16	COMMON STOCK	S	14460	$82.3756	Disposed	95554	Direct
2021-02-16	COMMON STOCK	S	8163	$83.0845	Disposed	87391	Direct
2021-02-16	COMMON STOCK	S	4200	$84.1778	Disposed	83191	Direct
2021-02-16	COMMON STOCK	S	2555	$85.1437	Disposed	80636	Direct
2021-02-16	COMMON STOCK	S	170	$85.7765	Disposed	80466	Direct
2021-02-16	COMMON STOCK	S	452	$87.72	Disposed	80014	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-16	Employee Stock Option (Right to Buy)	$12.47	M	30000	Disposed	2027-01-31	COMMON STOCK (30000.0)	Direct

Footnotes

F1: Reporting Person elected to receive annual bonus payment under the Issuer's Executive Incentive Bonus Plan in the form of fully-vested restricted stock units, as authorized by the Issuer's compensation committee.

F2: Represents shares withheld by the Issuer to satisfy Mr. Kaes' tax withholding obligation upon the vesting of restricted stock units previously granted to Mr. Kaes on January 31, 2017, February 1, 2018, January 31, 2019, January 30, 2020 and February 15, 2021.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 12, 2020.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.68 to $82.67, 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 $82.68 to $83.665, 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 $83.70 to $84.68, 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 $84.71 to $85.68, 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 $85.76 to $85.80, 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: Immediately exercisable.