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Filing Details

Accession Number:: 0001498115-18-000001
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-02-01 19:57:22
Reporting Period:: 2018-01-30

Accepted Time:: 2018-02-01 19:57:22
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1560327	Rapid7 Inc.	RPD	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1082906	C Jay Hoag	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	Yes	No	Yes	Yes
1188444	Jr Q Jon Reynolds	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	Yes	No	Yes	Yes
1188456	John Drew	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	Yes	No	Yes	Yes
1197937	Rick Kimball	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	Yes	No	Yes	Yes
1343722	Robert Trudeau	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	Yes	No	Yes	Yes
1440008	P Christopher Marshall	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	Yes	No	Yes	Yes
1498115	P Timothy Mcadam	C/O Technology Crossover Ventures 528 Ramona Street Palo Alto CA 94301	Yes	No	Yes	Yes
1709041	Tcv Vii Management, L.l.c.	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	Disposition	2018-01-30	1,308,851	$21.01	2,969,810	No	4	S	Indirect	TCV VII, L.P.
Common Stock	Disposition	2018-01-30	679,717	$21.01	1,542,294	No	4	S	Indirect	TCV VII (A), L.P.
Common Stock	Disposition	2018-01-30	11,432	$21.01	25,939	No	4	S	Indirect	TCV Member Fund, L.P.

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

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	5,328	Indirect	Timothy P. McAdam
Common Stock	9,622	Indirect	TCV VII Management, L.L.C.
Common Stock	48,714	Indirect	Goose Rocks Beach Partners, L.P.

Footnotes

The shares were sold in a registered public offering pursuant to a Registration Statement on Form S-3, which was declared effective by the SEC on June 2, 2017. The reported sale price represents the offering price per share to the public, net of underwriters' discount of $0.99.
These securities are directly held by TCV VII, L.P. ("TCV VII"). 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. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, 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.
These securities are directly held by TCV VII (A), L.P. ("TCV VII (A)"). 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). The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII (A), 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.
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.
Shares held directly by Timothy P. McAdam.
Represents restricted stock units ("RSUs") held of record by Timothy P. McAdam, for the benefit of TCV VII Management, L.L.C. ("TCV VII Management"). Each RSU represents a contingent right to receive one share of common stock the issuer. The RSUs vest in full on the earlier of (i) the date of the issuer's next annual meeting of stockholders held after the date of the grant or (ii) the first anniversary of the date of grant, in each case subject to Mr. McAdam's continued service with the issuer through the applicable vesting date. Jay C. Hoag, Christopher P. Marshall, Jon Q. Reynolds, Jr., Richard H. Kimball, John L. Drew and Robert W. Trudeau (the "TCM Members") are members of TCV VII Management. Mr. McAdam and the TCM Members each disclaims beneficial ownership of such RSUs and the underlying shares of the issuer's common stock except to the extent of their respective pecuniary interests therein.
Richard H. Kimball is the General Partner of Goose Rocks Beach Partners, L.P. Mr. Kimball disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.