Filing Details
- Accession Number:
- 0000902664-25-001451
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-12 20:00:00
- Filed By:
- JANA Partners
- Company:
- Rapid7 Inc. (NASDAQ:RPD)
- Filing Date:
- 2025-03-13
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| JANA PARTNERS MANAGEMENT, LP | 3,690,129 | 0 | 3,690,129 | 0 | 3,690,129 | 5.8% |
| MICHAEL JOSEPH BURNS | 3,000 | 0 | 3,000 | 0 | 3,000 | 0.0% |
| ROBERT BRADSHAW HENSKE | 1,500 | 0 | 1,500 | 0 | 1,500 | 0.0% |
| CHAD KINZELBERG | 3,000 | 0 | 3,000 | 0 | 3,000 | 0.0% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Rapid7, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
753422104 (CUSIP Number) |
Ele Klein & Adriana Schwartz Schulte Roth & Zabel LLP, 919 Third Avenue New York, NY, 10022 212-756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/11/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 753422104 |
| 1 |
Name of reporting person
JANA PARTNERS MANAGEMENT, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,690,129.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
|
| CUSIP No. | 753422104 |
| 1 |
Name of reporting person
MICHAEL JOSEPH BURNS | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 753422104 |
| 1 |
Name of reporting person
ROBERT BRADSHAW HENSKE | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 753422104 |
| 1 |
Name of reporting person
CHAD KINZELBERG | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Rapid7, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
120 CAUSEWAY STREET, BOSTON,
MASSACHUSETTS
, 02114. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on September 27, 2024 (as amended from time to time, the "Schedule 13D") with respect to the Shares of the Issuer. This Amendment No. 2 amends Items 4, 6, and 7 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented with the addition of the following:
On March 11, 2025, JANA entered into nominee agreements (the "Nominee Agreements") with each of Michael Joseph Burns and Chad Kinzelberg (each, a "Nominee" and collectively, the "Nominees"), which is further described in the Reporting Persons' response to Item 6 of this Amendment No. 2, which is incorporated by reference into this Item 4. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented with the addition of the following:
On March 11, 2025, JANA entered into Nominee Agreements with each of the Nominees pursuant to which each Nominee has agreed, upon the election of JANA, to become members of a slate of nominees and to stand for election as directors of the Issuer at the 2025 Annual Meeting. Pursuant to the Nominee Agreements, JANA has agreed to pay the costs of soliciting proxies in connection with the 2025 Annual Meeting, and to defend and indemnity the Nominees against, and with respect to, any losses that may be incurred by the Nominees in the event they become party to litigation based on their nomination as candidates for election to the Board and the solicitation of proxies in support of their election.
Each of the Nominees received compensation under their respective Nominee Agreement in the amount of $50,000, and each will receive an additional $150,000 in the event of his election to the Board in a contested election. Each of the Nominees agreed, if elected to the Board, to hold Shares with a market value equal to $200,000 (adjusted for taxes) as of the date of his election (subject to certain exceptions), until the later of when he is no longer a director of the Issuer and three years (subject to certain exceptions). The foregoing summary of the Nominee Agreements is not complete and is qualified in its entirety by reference to the full text of the form of Nominee Agreement, a copy of which is attached as Exhibit 99.2 hereto and is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.2: Form of Nominee Agreement | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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