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Filing Details

Accession Number:: 0001498115-15-000006
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-07-24 17:26:56
Reporting Period:: 2015-07-22

Filing Date:: 2015-07-24
Accepted Time:: 2015-07-24 17:26:56
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1560327	Rapid7 Inc.	RPD	Services-Prepackaged Software (7372)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1361345	Tcv Member Fund, L.p.	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	No	No	Yes	Yes
1466999	Technology Crossover Management Vii, Ltd.	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	No	No	Yes	Yes
1467001	Technology Crossover Management Vii, L.p.	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	No	No	Yes	Yes
1498115	P Timothy Mcadam	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	Yes	No	Yes	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2015-07-22	10,468	$0.00	10,468	No	4	C	Indirect	TCV VII, L.P.
Common Stock	Acquisiton	2015-07-22	4,498,677	$0.00	4,509,145	No	4	C	Indirect	TCV VII, L.P.
Common Stock	Acquisiton	2015-07-22	1,462,957	$0.00	5,972,102	No	4	C	Indirect	TCV VII, L.P.
Common Stock	Acquisiton	2015-07-22	204,393	$16.00	6,176,495	No	4	P	Indirect	TCV VII, L.P.
Common Stock	Acquisiton	2015-07-22	5,436	$0.00	5,436	No	4	C	Indirect	TCV VII (A), L.P.
Common Stock	Acquisiton	2015-07-22	2,336,270	$0.00	2,341,706	No	4	C	Indirect	TCV VII (A), L.P.
Common Stock	Acquisiton	2015-07-22	759,748	$0.00	3,101,454	No	4	C	Indirect	TCV VII (A), L.P.
Common Stock	Acquisiton	2015-07-22	106,147	$16.00	3,207,601	No	4	P	Indirect	TCV VII (A), L.P.
Common Stock	Acquisiton	2015-07-22	91	$0.00	91	No	4	C	Indirect	TCV Member Fund, L.P.
Common Stock	Acquisiton	2015-07-22	38,850	$0.00	38,941	No	4	C	Indirect	TCV Member Fund, L.P.
Common Stock	Acquisiton	2015-07-22	13,046	$0.00	51,987	No	4	C	Indirect	TCV Member Fund, L.P.
Common Stock	Acquisiton	2015-07-22	1,960	$16.00	53,947	No	4	P	Indirect	TCV Member Fund, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	TCV VII, L.P.
No	4	C	Indirect	TCV VII, L.P.
No	4	C	Indirect	TCV VII, L.P.
No	4	P	Indirect	TCV VII, L.P.
No	4	C	Indirect	TCV VII (A), L.P.
No	4	C	Indirect	TCV VII (A), L.P.
No	4	C	Indirect	TCV VII (A), L.P.
No	4	P	Indirect	TCV VII (A), L.P.
No	4	C	Indirect	TCV Member Fund, L.P.
No	4	C	Indirect	TCV Member Fund, L.P.
No	4	C	Indirect	TCV Member Fund, L.P.
No	4	P	Indirect	TCV Member Fund, L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series B Preferred Stock	Disposition	2015-07-22	10,468	$0.00	10,468	$0.00
Common Stock	Series B Preferred Stock	Disposition	2015-07-22	5,436	$0.00	5,436	$0.00
Common Stock	Series B Preferred Stock	Disposition	2015-07-22	91	$0.00	91	$0.00
Common Stock	Series C Preferred Stock	Disposition	2015-07-22	4,498,677	$0.00	4,498,677	$0.00
Common Stock	Series C Preferred Stock	Disposition	2015-07-22	2,336,270	$0.00	2,336,270	$0.00
Common Stock	Series C Preferred Stock	Disposition	2015-07-22	38,850	$0.00	38,850	$0.00
Common Stock	Series D Preferred Stock	Disposition	2015-07-22	849,507	$0.00	849,507	$0.00
Common Stock	Series D Preferred Stock	Disposition	2015-07-22	441,169	$0.00	441,169	$0.00
Common Stock	Series D Preferred Stock	Disposition	2015-07-22	7,576	$0.00	7,576	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

The Series B Preferred Stock automatically converted into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering. The Series B Preferred Stock had no expirationdate.
This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by Jay C. Hoag, Christopher P. Marshall, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., Robert W. Trudeau, John C. Rosenberg, David L. Yuan, TCV VII, L.P. and TCV VII (A), L.P. on July 24, 2015 and relates to the same transactions.
These securities are directly held by TCV VII, L.P. Timothy P. McAdam, Jay C. Hoag, Christopher P. Marshall, Jon Q. Reynolds, Jr., Richard H. Kimball, John L. Drew, Robert W. Trudeau, John C. Rosenberg and David L. Yuan (collectively, the "TCM VII Directors") are Class A Directors of Technology Crossover Management VII, Ltd. ("Management VII") and limited partners of Technology Crossover Management VII, L.P. ("TCM VII"). Management VII is the general partner of TCM VII, which is the general partner of TCV VII, L.P. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, L.P., but each of the TCM VII Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
The Series C Preferred Stock automatically converted into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering. The Series C Preferred Stock had no expirationdate.
Reflects 849,507 shares that were received in connection with the automatic conversion of the Series D Preferred Stock into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering and 613,450 additional shares that were received by TCV VII, L.P. upon the closing of the Issuer's initial public offering in connection with the conversion of shares of the Issuer's Series D Preferred Stock into Common Stock pursuant to the provisions of the Issuer's certificate of incorporation then in effect.
These securities are directly held by TCV VII (A), L.P. The TCM VII Directors are Class A Directors of Management VII and limited partners of TCM VII. Management VII is the general partner of TCM VII, which is the general partner of TCV VII (A), L.P. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII (A), L.P., but each of the TCM VII Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Reflects 441,169 shares that were received in connection with the automatic conversion of the Series D Preferred Stock into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering and 318,579 additional shares that were received by TCV VII (A), L.P. upon the closing of the Issuer's initial public offering in connection with the conversion of shares of the Issuer's Series D Preferred Stock into Common Stock pursuant to the provisions of the Issuer's certificate of incorporation then in effect.
These securities are directly held by TCV Member Fund, L.P. ("TCV MF"). The TCM VII Directors are Class A Directors of Management VII, which is a general partner of TCV MF, and limited partners of TCV MF. The TCM VII Directors and Management VII may be deemed to beneficially own the securities held by TCV MF, but the TCM VII Directors and Management VII each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Reflects 7,576 shares that were received in connection with the automatic conversion of the Series D Preferred Stock into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering and 5,470 additional shares that were received by TCV MF upon the closing of the Issuer's initial public offering in connection with the conversion of shares of the Issuer's Series D Preferred Stock into Common Stock pursuant to the provisions of the Issuer's certificate of incorporation then in effect.
The Series D Preferred Stock automatically converted into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering. The Series D Preferred Stock had no expirationdate.