SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
McAdam Timothy P

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
250 MIDDLEFIELD ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Rapid7, Inc. [ RPD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
May be part of a 13(d) group
3. Date of Earliest Transaction (Month/Day/Year)
09/10/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/10/2018 J(1) 10,219 A $0 15,547 I Timothy P. McAdam(2)
Common Stock 09/10/2018 J(3) 10,217 A $0 10,217 I Yuan Family Trust dated 9/22/2006(4)
Common Stock 09/11/2018 S 7,773 D $38.1356(5) 7,774 I Timothy P. McAdam(2)
Common Stock 09/11/2018 S 8,912 D $37.5906(6) 1,305 I Yuan Family Trust dated 9/22/2006(4)
Common Stock 09/11/2018 S 1,305 D $38.1812(7) 0 I Yuan Family Trust dated 9/22/2006(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
McAdam Timothy P

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
250 MIDDLEFIELD ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
May be part of a 13(d) group
1. Name and Address of Reporting Person*
Yuan David

(Last) (First) (Middle)
C/O TECHNOLOGY CROSSOVER VENTURES
250 MIDDLEFIELD ROAD

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Director by Deputization
Explanation of Responses:
1. Acquisition by Timothy P. McAdam pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.
2. Shares held directly by Timothy P. McAdam.
3. Acquisition by the Yuan Family Trust dated 9/22/2006 pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.
4. David L. Yuan is a Trustee of the Yuan Family Trust dated 9/22/2006. Mr. Yuan disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
5. This number represents a weighted average sales price. The shares were sold at prices ranging from $38.00 to $38.65. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.
6. This number represents a weighted average sales price. The shares were sold at prices ranging from $37.05 to $37.9425. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.
7. This number represents a weighted average sales price. The shares were sold at prices ranging from $38.02 to $38.50. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.
Remarks:
This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by TCV VII, L.P., TCV VII (A), L.P., TCV Member Fund, L.P., Technology Crossover Management VII, L.P., Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., Robert W. Trudeau, and Christopher P. Marshall on September 12, 2018 and relates to the same transactions.
Frederic D. Fenton, Authorized Signatory for Timothy P. McAdam 09/12/2018
Frederic D. Fenton, Authorized Signatory for David L. Yuan 09/12/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.