0001082906-17-000025.txt : 20171115
0001082906-17-000025.hdr.sgml : 20171115
20171115200216
ACCESSION NUMBER: 0001082906-17-000025
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171113
FILED AS OF DATE: 20171115
DATE AS OF CHANGE: 20171115
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DREW JOHN
CENTRAL INDEX KEY: 0001188456
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37496
FILM NUMBER: 171206469
MAIL ADDRESS:
STREET 1: 528 RAMONA STREET
CITY: PALO ALTO
STATE: CA
ZIP: 94301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Marshall Christopher P
CENTRAL INDEX KEY: 0001440008
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37496
FILM NUMBER: 171206466
MAIL ADDRESS:
STREET 1: 528 RAMONA STREET
CITY: PALO ALTO
STATE: CA
ZIP: 94301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Trudeau Robert
CENTRAL INDEX KEY: 0001343722
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37496
FILM NUMBER: 171206467
MAIL ADDRESS:
STREET 1: 528 RAMONA STREET
CITY: PALO ALTO
STATE: CA
ZIP: 94301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HOAG JAY C
CENTRAL INDEX KEY: 0001082906
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37496
FILM NUMBER: 171206471
MAIL ADDRESS:
STREET 1: 528 RAMONA STREET
CITY: PALO ALTO
STATE: CA
ZIP: 94301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KIMBALL RICK
CENTRAL INDEX KEY: 0001197937
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37496
FILM NUMBER: 171206470
MAIL ADDRESS:
STREET 1: 528 RAMONA STREET
CITY: PALO ALTO
STATE: CA
ZIP: 94301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: REYNOLDS JON Q JR
CENTRAL INDEX KEY: 0001188444
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37496
FILM NUMBER: 171206468
MAIL ADDRESS:
STREET 1: 528 RAMONA STREET
CITY: PALO ALTO
STATE: CA
ZIP: 94301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TCV VII LP
CENTRAL INDEX KEY: 0001420295
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37496
FILM NUMBER: 171206465
BUSINESS ADDRESS:
STREET 1: 528 Ramona Street
CITY: Palo Alto
STATE: CA
ZIP: 94301
BUSINESS PHONE: (650) 614-8200
MAIL ADDRESS:
STREET 1: 528 Ramona Street
CITY: Palo Alto
STATE: CA
ZIP: 94301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TCV VII(A) L P
CENTRAL INDEX KEY: 0001419272
STATE OF INCORPORATION: E9
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37496
FILM NUMBER: 171206464
BUSINESS ADDRESS:
STREET 1: 528 Ramona Str
CITY: Palo Alto
STATE: CA
ZIP: 94301
BUSINESS PHONE: 650-614-8200
MAIL ADDRESS:
STREET 1: 528 Ramona Str
CITY: Palo Alto
STATE: CA
ZIP: 94301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TCV Member Fund, L.P.
CENTRAL INDEX KEY: 0001361345
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37496
FILM NUMBER: 171206473
BUSINESS ADDRESS:
STREET 1: 528 RAMONA STREET
CITY: PALO ALTO
STATE: CA
ZIP: 94301
BUSINESS PHONE: 650-614-8233
MAIL ADDRESS:
STREET 1: 528 RAMONA STREET
CITY: PALO ALTO
STATE: CA
ZIP: 94301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Technology Crossover Management VII, L.P.
CENTRAL INDEX KEY: 0001467001
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37496
FILM NUMBER: 171206472
BUSINESS ADDRESS:
STREET 1: 528 RAMONA STREET
CITY: PALO ALTO
STATE: CA
ZIP: 94301
BUSINESS PHONE: 650-614-8239
MAIL ADDRESS:
STREET 1: 528 RAMONA STREET
CITY: PALO ALTO
STATE: CA
ZIP: 94301
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Rapid7, Inc.
CENTRAL INDEX KEY: 0001560327
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 352423994
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 100 SUMMER STREET
STREET 2: 13TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02110-2131
BUSINESS PHONE: 617-247-1717
MAIL ADDRESS:
STREET 1: 100 SUMMER STREET
STREET 2: 13TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02110-2131
FORMER COMPANY:
FORMER CONFORMED NAME: Rapid7 Inc
DATE OF NAME CHANGE: 20121015
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2017-11-13
0001560327
Rapid7, Inc.
RPD
0001420295
TCV VII LP
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO
CA
94301
0
0
1
1
May be part of a 13(d) group
0001419272
TCV VII(A) L P
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO
CA
94301
0
0
1
1
May be part of a 13(d) group
0001361345
TCV Member Fund, L.P.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO
CA
94301
0
0
1
1
May be part of a 13(d) group
0001467001
Technology Crossover Management VII, L.P.
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO
CA
94301
0
0
1
1
May be part of a 13(d) group
0001082906
HOAG JAY C
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO
CA
94301
1
0
1
1
Director by Deputization
0001197937
KIMBALL RICK
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO
CA
94301
1
0
1
1
Director by Deputization
0001188456
DREW JOHN
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO
CA
94301
1
0
1
1
Director by Deputization
0001188444
REYNOLDS JON Q JR
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO
CA
94301
1
0
1
1
Director by Deputization
0001343722
Trudeau Robert
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO
CA
94301
1
0
1
1
Director by Deputization
0001440008
Marshall Christopher P
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO
CA
94301
1
0
1
1
Director by Deputization
Common Stock
2017-11-13
4
J
0
981638
0
D
4278661
I
TCV VII, L.P.
Common Stock
2017-11-13
4
J
0
509788
0
D
2222011
I
TCV VII (A), L.P.
Common Stock
2017-11-13
4
J
0
8574
0
D
37371
I
TCV Member Fund, L.P.
Common Stock
2017-11-13
4
J
0
378447
0
A
378447
I
Technology Crossover Management VII, L.P.
Common Stock
2017-11-13
4
J
0
375438
0
D
3009
I
Technology Crossover Management VII, L.P.
Common Stock
2017-11-13
4
J
0
35254
0
A
35254
I
Hoag Family Trust U/A Dtd 8/2/34
Common Stock
2017-11-13
4
J
0
35246
0
A
35246
I
Hamilton Investments Limited Partnership
Common Stock
2017-11-13
4
J
0
48714
0
A
48714
I
Goose Rocks Beach Partners, L.P.
Common Stock
2017-11-13
4
J
0
25802
0
A
25802
I
Drew Family Trust dated 10/5/2004
Common Stock
2017-11-13
4
J
0
15796
0
A
15796
I
Ten 271 Partners B
Common Stock
2017-11-13
4
J
0
43048
0
A
43048
I
Reynolds Family Trust
Common Stock
2017-11-13
4
J
0
41598
0
A
41598
I
Robert W. Trudeau
Common Stock
2017-11-13
4
J
0
15934
0
A
15934
I
Marshall Carroll 2000 Trust
Common Stock
2017-11-13
4
J
0
236
0
A
236
I
Marshall Partners
Common Stock
2017-11-14
4
S
0
3099
17.9865
D
0
I
Technology Crossover Management VII, L.P.
Common Stock
2017-11-14
4
S
0
25802
18.3072
D
0
I
Drew Family Trust dated 10/5/2004
Common Stock
2017-11-14
4
S
0
15796
18.3072
D
0
I
Ten 271 Partners B
Common Stock
2017-11-14
4
S
0
41598
18.2973
D
0
I
Robert W. Trudeau
Common Stock
2017-11-14
4
S
0
9231
18.6746
D
6703
I
Marshall Carroll 2000 Trust
Common Stock
2017-11-14
4
S
0
137
18.6746
D
99
I
Marshall Partners
Common Stock
2017-11-15
4
S
0
6703
18.30
D
0
I
Marshall Carroll 2000 Trust
Common Stock
2017-11-15
4
S
0
99
18.30
D
0
I
Marshall Partners
Common Stock
12756
I
TCV VII Management, L.L.C.
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, 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.
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 Directors
and 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 their
pecuniary 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 purchase price per share. The shares were purchased at prices ranging from $17.66 to $18.49 per share. 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 purchased at each separate price.
This number represents a weighted average purchase price per share. The shares were purchased at prices ranging from $18.19 to $18.48 per share. 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 purchased at each separate price.
This number represents a weighted average purchase price per share. The shares were purchased at prices ranging from $17.88 to $18.55 per share. 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 purchased at each separate price.
This number represents a weighted average purchase price per share. The shares were purchased at prices ranging from $18.50 to $18.85 per share. 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 purchased at each separate 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 Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by Timothy P. McAdam, David L. Yuan and John C. Rosenberg on November 15, 2017 and relates to the same transactions.
Frederic D. Fenton, Authorized Signatory for TCV VII, L.P.
2017-11-15
Frederic D. Fenton, Authorized Signatory for TCV VII (A), L.P.
2017-11-15
Frederic D. Fenton, Authorized Signatory for TCV Member Fund, L.P.
2017-11-15
Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VII, L.P.
2017-11-15
Frederic D. Fenton, Authorized Signatory for Jay C. Hoag
2017-11-15
Frederic D. Fenton, Authorized Signatory for Richard H. Kimball
2017-11-15
Frederic D. Fenton, Authorized Signatory for John L. Drew
2017-11-15
Frederic D. Fenton, Authorized Signatory for Jon Q. Reynolds, Jr.
2017-11-15
Frederic D. Fenton, Authorized Signatory for Robert W. Trudeau
2017-11-15
Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall
2017-11-15