Filing Details
- Accession Number:
- 0001420295-19-000001
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2019-02-19 20:40:13
- Reporting Period:
- 2019-02-14
- Accepted Time:
- 2019-02-19 20:40:13
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1560327 | Rapid7 Inc. | RPD | () | 4 |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1082906 | C Jay Hoag | C/O Technology Crossover Ventures 250 Middlefield Road Menlo Park CA 94025 | Yes | No | No | Yes | |
1188444 | Jr Q Jon Reynolds | C/O Technology Crossover Ventures 250 Middlefield Road Menlo Park CA 94025 | Yes | No | No | Yes | |
1188456 | John Drew | C/O Technology Crossover Ventures 250 Middlefield Road Menlo Park CA 94025 | Yes | No | No | Yes | |
1197937 | Rick Kimball | C/O Technology Crossover Ventures 250 Middlefield Road Menlo Park CA 94025 | Yes | No | No | Yes | |
1343722 | Robert Trudeau | C/O Technology Crossover Ventures 250 Middlefield Road Menlo Park CA 94025 | Yes | No | No | Yes | |
1361345 | Tcv Member Fund, L.p. | C/O Technology Crossover Ventures 250 Middlefield Road Menlo Park CA 94025 | No | No | No | Yes | |
1419272 | P L Vii(A) Tcv | C/O Technology Crossover Ventures 250 Middlefield Road Menlo Park CA 94025 | No | No | No | Yes | |
1420295 | Tcv Vii Lp | C/O Technology Crossover Ventures 250 Middlefield Road Menlo Park CA 94025 | No | No | No | Yes | |
1440008 | P Christopher Marshall | C/O Technology Crossover Ventures 250 Middlefield Road Menlo Park CA 94025 | Yes | No | No | Yes | |
1467001 | Technology Crossover Management Vii, L.p. | C/O Technology Crossover Ventures 250 Middlefield Road Menlo Park CA 94025 | No | No | No | Yes |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock | Disposition | 2019-02-14 | 679,322 | $0.00 | 0 | No | 4 | J | Indirect | TCV VII, L.P. |
Common Stock | Disposition | 2019-02-14 | 352,788 | $0.00 | 0 | No | 4 | J | Indirect | TCV VII (A), L.P. |
Common Stock | Disposition | 2019-02-14 | 5,933 | $0.00 | 0 | No | 4 | J | Indirect | TCV Member Fund, L.P. |
Common Stock | Acquisiton | 2019-02-14 | 261,898 | $0.00 | 261,898 | No | 4 | J | Indirect | Technology Crossover Management VII, L.P. |
Common Stock | Disposition | 2019-02-14 | 259,089 | $0.00 | 2,809 | No | 4 | J | Indirect | Technology Crossover Management VII, L.P. |
Common Stock | Acquisiton | 2019-02-14 | 24,287 | $0.00 | 24,287 | No | 4 | J | Indirect | Hoag Family Trust U/A Dtd 8/2/34 |
Common Stock | Acquisiton | 2019-02-14 | 24,288 | $0.00 | 24,288 | No | 4 | J | Indirect | Hamilton Investments Limited Partnership |
Common Stock | Acquisiton | 2019-02-14 | 33,567 | $0.00 | 33,567 | No | 4 | J | Indirect | Goose Rocks Beach Partners, L.P. |
Common Stock | Acquisiton | 2019-02-14 | 17,780 | $0.00 | 17,780 | No | 4 | J | Indirect | Drew Family Trust dated 10/5/2004 |
Common Stock | Acquisiton | 2019-02-14 | 10,884 | $0.00 | 10,884 | No | 4 | J | Indirect | Ten 271 Partners B |
Common Stock | Acquisiton | 2019-02-14 | 29,669 | $0.00 | 58,339 | No | 4 | J | Indirect | Reynolds Family Trust |
Common Stock | Acquisiton | 2019-02-14 | 28,665 | $0.00 | 28,665 | No | 4 | J | Indirect | Robert W. Trudeau |
Common Stock | Acquisiton | 2019-02-14 | 11,002 | $0.00 | 11,002 | No | 4 | J | Indirect | Marshall Carroll 2000 Trust |
Common Stock | Acquisiton | 2019-02-14 | 139 | $0.00 | 139 | No | 4 | J | Indirect | Marshall Partners |
Common Stock | Disposition | 2019-02-15 | 2,809 | $45.42 | 0 | No | 4 | S | Indirect | Technology Crossover Management VII, L.P. |
Common Stock | Disposition | 2019-02-15 | 17,780 | $45.61 | 0 | No | 4 | S | Indirect | Drew Family Trust dated 10/5/2004 |
Common Stock | Disposition | 2019-02-15 | 10,884 | $45.61 | 0 | No | 4 | S | Indirect | Ten 271 Partners B |
Common Stock | Disposition | 2019-02-15 | 24,365 | $45.50 | 4,300 | No | 4 | S | Indirect | Robert W. Trudeau |
Common Stock | Disposition | 2019-02-15 | 4,300 | $46.39 | 0 | No | 4 | S | Indirect | Robert W. Trudeau |
Common Stock | Acquisiton | 2019-02-15 | 27,558 | $45.67 | 32,857 | No | 4 | M | Indirect | TCV VII Management, L.L.C. |
Common Stock | Disposition | 2019-02-15 | 27,558 | $45.67 | 5,299 | No | 4 | S | Indirect | TCV VII Management, L.L.C. |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | J | Indirect | TCV VII, L.P. |
No | 4 | J | Indirect | TCV VII (A), L.P. |
No | 4 | J | Indirect | TCV Member Fund, L.P. |
No | 4 | J | Indirect | Technology Crossover Management VII, L.P. |
No | 4 | J | Indirect | Technology Crossover Management VII, L.P. |
No | 4 | J | Indirect | Hoag Family Trust U/A Dtd 8/2/34 |
No | 4 | J | Indirect | Hamilton Investments Limited Partnership |
No | 4 | J | Indirect | Goose Rocks Beach Partners, L.P. |
No | 4 | J | Indirect | Drew Family Trust dated 10/5/2004 |
No | 4 | J | Indirect | Ten 271 Partners B |
No | 4 | J | Indirect | Reynolds Family Trust |
No | 4 | J | Indirect | Robert W. Trudeau |
No | 4 | J | Indirect | Marshall Carroll 2000 Trust |
No | 4 | J | Indirect | Marshall Partners |
No | 4 | S | Indirect | Technology Crossover Management VII, L.P. |
No | 4 | S | Indirect | Drew Family Trust dated 10/5/2004 |
No | 4 | S | Indirect | Ten 271 Partners B |
No | 4 | S | Indirect | Robert W. Trudeau |
No | 4 | S | Indirect | Robert W. Trudeau |
No | 4 | M | Indirect | TCV VII Management, L.L.C. |
No | 4 | S | Indirect | TCV VII Management, L.L.C. |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Common Stock | Stock Option (right to buy) | Disposition | 2019-02-15 | 15,174 | $0.00 | 15,174 | $45.67 |
Common Stock | Stock Option (right to buy) | Disposition | 2019-02-15 | 12,384 | $0.00 | 12,384 | $45.67 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
0 | 2026-06-13 | No | 4 | M | Indirect | |
0 | 2027-06-12 | No | 4 | M | Indirect |
Footnotes
- In kind pro-rata distribution from TCV VII, L.P. ("TCV VII") to its partners, without consideration.
- These securities are directly held by TCV VII. Timothy P. McAdam, Jay C. Hoag, Christopher P. Marshall, Jon Q. Reynolds, Jr., Richard H. Kimball, John L. Drew, Robert W. Trudeau, 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.
- In kind pro-rata distribution from TCV VII (A), L.P. ("TCV VII (A)") to its partners, without consideration.
- These securities are directly held by 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.
- In kind pro-rata distribution from TCV Member Fund, L.P. ("TCV MF") to its partners, without consideration.
- These securities are directly held by 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.
- Acquisition by TCM VII pursuant to an in kind pro-rata distribution by each of TCV VII and TCV VII (A) to each of its respective partners, without consideration.
- These securities are directly held by TCM VII. The TCM VII Directors are Class A Directors of Management VII, which is the General Partner of TCM VII and Limited Partners of TCM VII. The TCM VII Directorsand Management VII may be deemed to beneficially own the securities held by TCM VII, but the TCM VII Directors and Management VII each disclaim beneficial ownership of such securities except to the extent of theirpecuniary interest therein.
- In kind pro-rata distribution from TCM VII to its partners, without consideration.
- Acquisition by the Hoag Family Trust U/A Dtd 8/2/94 pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.
- Jay C. Hoag is a Trustee of the Hoag Family Trust U/A Dtd 8/2/94. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.
- Jay C. Hoag is a General Partner of Hamilton Investments Limited Partnership. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- Acquisition by Goose Rocks Beach Partners, L.P. pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.
- 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.
- Acquisition by Drew Family Trust dated 10/5/2004 pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.
- John L. Drew is a Trustee of the Drew Family Trust dated 10/5/2004. Mr. Drew disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- Acquisition by Ten 271 Partners B pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.
- John L. Drew is a General Partner of Ten 271 Partners B. Mr. Drew disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- Acquisition by the Reynolds Family Trust pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.
- Jon Q. Reynolds, Jr. is a Trustee of the Reynolds Family Trust. Mr. Reynolds disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- Acquisition by Robert W. Trudeau pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.
- Shares held directly by Robert W. Trudeau.
- Acquisition by the Marshall Carroll 2000 Trust pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.
- Christopher P. Marshall is a Trustee of the Marshall Carroll 2000 Trust. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- Acquisition by Marshall Partners pursuant to an in kind pro-rata distribution by TCV MF to its partners, without consideration.
- Christopher P. Marshall is a General Partner of Marshall Partners. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- This number represents a weighted average sales price. The shares were sold at prices ranging from $45.40 to $45.44. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and ExchangeCommission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.
- This number represents a weighted average sales price. The shares were sold at prices ranging from $45.23 to $45.69. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and ExchangeCommission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.
- This number represents a weighted average sales price. The shares were sold at prices ranging from $45.50 to $45.515. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and ExchangeCommission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.
- This number represents a weighted average sales price. The shares were sold at prices ranging from $45.43 to $45.94. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and ExchangeCommission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.
- This number represents a weighted average sales price. The shares were sold at prices ranging from $46.00 to $46.72. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and ExchangeCommission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.
- 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. Messrs. Hoag, Marshall, Reynolds, Kimball, Drew, and 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 interest therein.
- This option vested 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 the ReportingPerson's continued service with the Issuer through the applicable vesting date.
- Timothy P. McAdam has sole voting and dispositive power over the options he holds directly.However, TCV VII Management has a right to 100% of the pecuniary interest in such options. Mr.McAdam is a member ofTCV VII Management. Mr. McAdam disclaims beneficial ownership of such options and the shares to bereceived upon the exercise of such options except to the extent of his pecuniary interest therein.