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* Holzman Benjamin (Last) (First) (Middle) C/O BAIN CAPITAL VENTURE INVESTORS, LLC JOHN HANCOCK TOWER, 200 CLARENDON ST. (Street) BOSTON MA 02116 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/22/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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	07/22/2015		C		6,240,004	A	(1)	6,767,837	I	See Footnotes(5)(6)(7)
Common Stock	07/22/2015		C		1,285,269	A	(2)	8,053,106	I	See Footnotes(5)(6)(7)
Common Stock	07/22/2015		A(3)		928,125(3)	A(3)	(3)	8,981,231(4)	I	See Footnotes(5)(6)(7)

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
Series A Preferred Stock	(1)	07/22/2015		C			6,240,004	(1)	(1)	Common Stock	6,240,004	(1)	0	I	See Footnotes(5)(6)(7)
Series D Preferred Stock	(2)	07/22/2015		C			1,285,269	(2)	(2)	Common Stock	1,285,269	(2)	0	I	See Footnotes(5)(6)(7)

Explanation of Responses:

1. Represents 5,454,520 shares of Series A Preferred Stock held by Bain Capital Venture Fund 2007, L.P. ("BCVF"), 775,777 shares of Series A Preferred Stock held by BCIP Venture Associates ("BCIPVA") and 9,707 shares of Series A Preferred Stock held by BCIP Venture Associates-B ("BCIPVB" and together with BCVF and BCIPVA, the "Bain Entities") that were automatically converted into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering. The Series A Preferred Stock had no expiration date.

2. Represents 1,123,487 shares of Series D Preferred Stock held by BCVF, 159,792 shares of Series D Preferred Stock held by BCIPVA and 1,990 shares of Series D Preferred Stock held by BCIPVB that were 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 expiration date.

3. Represents 811,298 shares of Common Stock issued to BCVF, 115,390 shares of Common Stock issued to BCIPVA and 1,437 shares of Common Stock issued to BCIPVB 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.

4. Following the transactions described in footnotes 1 through 3 above, BCVF held 7,850,695 shares of Common Stock, BCIPVA held 1,116,581 shares of Common Stock and BCIPVB held 13,955 shares of Common Stock.

5. Bain Capital Venture Investors, LLC ("BCVI") is the sole general partner of Bain Capital Venture Partners 2007, L.P. ("BCVP"), which is the sole general partner of BCVF.

6. BCVI is the attorney-in-fact for Bain Capital Investors, LLC ("BCI"), which is the managing partner of each of BCIPVA and BCIPVB.

7. Mr. Benjamin Holzman is a Managing Director of BCVI. By virtue of the relationships described in these footnotes, Mr. Holzman may be deemed to share voting and dispositive power with respect to the securities held by the Bain Entities. Mr. Holzman disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Benjamin Holzman	07/24/2015
	** Signature of Reporting Person	Date
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