Rapid7, Inc. — Director's Dealing 2022

Feb 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rapid7, Inc. (RPD)
CIK: 0001560327
Period of Report: 2022-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-15	COMMON STOCK	A	6985	—	Acquired	332549	Direct
2022-02-15	COMMON STOCK	A	81666	—	Acquired	414215	Direct
2022-02-15	COMMON STOCK	F	16250	$97.96	Disposed	397965	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
COMMON STOCK	218748	Indirect
COMMON STOCK	30000	Indirect

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: This security represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. This restricted stock unit grant vests in sixteen equal quarterly installments, with the first installment vesting on May 15, 2022, subject to the Reporting Person's continued service with the Issuer.

F3: Represents shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units previously granted to the Reporting Person on February 1, 2018, January 31, 2019, January 30, 2020, February 2, 2021 and February 15, 2022.

F4: 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.

F5: 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.