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
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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*
TCV VII LP

(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)
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)
02/14/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/19/2019
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 02/15/2019 M 15,174(1) A $14.51 20,473 I TCV VII Management, L.L.C.(2)
Common Stock 02/15/2019 M 12,384(1) A $17.05 32,857 I TCV VII Management, L.L.C.(2)
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
Stock Option (right to buy) $14.51 02/15/2019 M 15,174 (3) 06/13/2026 Common Stock 15,174 $0 0 I TCV VII Management, L.L.C.(2)
Stock Option (right to buy) $17.05 02/15/2019 M 12,384 (4) 06/12/2027 Common Stock 12,384 $0 0 I TCV VII Management, L.L.C.(2)
1. Name and Address of Reporting Person*
TCV VII LP

(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)
May be part of a 13(d) group
1. Name and Address of Reporting Person*
TCV VII(A) L 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
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*
TCV Member Fund, L.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
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*
Technology Crossover Management VII, L.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
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*
HOAG JAY C

(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)
Director by Deputization
1. Name and Address of Reporting Person*
KIMBALL RICK

(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)
Director by Deputization
1. Name and Address of Reporting Person*
DREW JOHN

(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)
Director by Deputization
1. Name and Address of Reporting Person*
REYNOLDS JON Q JR

(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)
Director by Deputization
1. Name and Address of Reporting Person*
Trudeau Robert

(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)
Director by Deputization
1. Name and Address of Reporting Person*
Marshall Christopher 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)
Director by Deputization
Explanation of Responses:
1. Represents shares received upon exercise of stock options. The Reporting Persons' original Form 4 filed on February 19, 2019 incorrectly stated the exercise price of the options in Table I and Table II. Such error has been corrected herein. No other amendments or changes have been made to the original Form 4.
2. Timothy P. McAdam has sole voting and dispositive power over the options he holds directly and shares received upon exercise of such options. However, TCV VII Management, L.L.C. ("TCV VII Management") has a right to 100% of the pecuniary interest in such options and shares. Mr. McAdam is a member of TCV VII Management. Mr. McAdam disclaims beneficial ownership of such options and the shares received upon the exercise of such options except to the extent of his pecuniary interest therein.
3. This option vested in full on June 13, 2017.
4. This option vested in full on June 12, 2018.
Remarks:
Frederic D. Fenton, Authorized Signatory for TCV VII, L.P. 02/20/2019
Frederic D. Fenton, Authorized Signatory for TCV VII (A), L.P. 02/20/2019
Frederic D. Fenton, Authorized Signatory for TCV Member Fund, L.P. 02/20/2019
Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VII, L.P. 02/20/2019
Frederic D. Fenton, Authorized Signatory for Jay C. Hoag 02/20/2019
Frederic D. Fenton, Authorized Signatory for Richard H. Kimball 02/20/2019
Frederic D. Fenton, Authorized Signatory for John L. Drew 02/20/2019
Frederic D. Fenton, Authorized Signatory for Jon Q. Reynolds, Jr. 02/20/2019
Frederic D. Fenton, Authorized Signatory for Robert W. Trudeau 02/20/2019
Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall 02/20/2019
** 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).
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