Rapid7, Inc. — Director's Dealing 2021

Feb 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-24	COMMON STOCK	G	218748	—	Disposed	304443	Direct
2020-11-24	COMMON STOCK	G	218748	—	Acquired	218748	Indirect
2020-12-14	COMMON STOCK	G	31524	—	Disposed	272919	Direct
2021-02-02	COMMON STOCK	A	81693	—	Acquired	354612	Direct
2021-02-02	COMMON STOCK	A	24756	—	Acquired	379368	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK	60000	Indirect

Footnotes

F1: Represents a gift of securities by the Reporting Person to 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.

F2: The Reporting Person gifted 31,524 shares of common stock to the Ancore Foundation, Inc. (the "Foundation"), a charitable foundation of which the Reporting Person is a director. The Reporting Person shares voting and dispositive power over all securities owned by the Foundation.

F3: This security represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.

F4: This restricted stock unit grant vests in sixteen equal quarterly installments, with the first installment vesting on May 15, 2021, subject to the Reporting Person's continued service with the Issuer.

F5: This restricted stock unit grant vests in twenty equal quarterly installments, with the first installment vesting on May 15, 2021, subject to the Reporting Person's continued service with the Issuer.

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.