SEC FORM 4

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^*

McAdam Timothy P

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(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)	X	Other (specify below)
			May be part of a 13(d) group

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)

	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/22/2015		C		10,468	A	⁽¹⁾	10,468	I	TCV VII, L.P.⁽²⁾⁽³⁾
Common Stock	07/22/2015		C		4,498,677	A	⁽⁴⁾	4,509,145	I	TCV VII, L.P.⁽²⁾⁽³⁾
Common Stock	07/22/2015		C		1,462,957⁽⁵⁾	A	⁽⁵⁾	5,972,102	I	TCV VII, L.P.⁽²⁾⁽³⁾
Common Stock	07/22/2015		P		204,393	A	$16	6,176,495	I	TCV VII, L.P.⁽²⁾⁽³⁾
Common Stock	07/22/2015		C		5,436	A	⁽¹⁾	5,436	I	TCV VII (A), L.P.⁽²⁾⁽⁶⁾
Common Stock	07/22/2015		C		2,336,270	A	⁽⁴⁾	2,341,706	I	TCV VII (A), L.P.⁽²⁾⁽⁶⁾
Common Stock	07/22/2015		C		759,748⁽⁷⁾	A	⁽⁷⁾	3,101,454	I	TCV VII (A), L.P.⁽²⁾⁽⁶⁾
Common Stock	07/22/2015		P		106,147	A	$16	3,207,601	I	TCV VII (A), L.P.⁽²⁾⁽⁶⁾
Common Stock	07/22/2015		C		91	A	⁽¹⁾	91	I	TCV Member Fund, L.P.⁽²⁾⁽⁸⁾
Common Stock	07/22/2015		C		38,850	A	⁽⁴⁾	38,941	I	TCV Member Fund, L.P.⁽²⁾⁽⁸⁾
Common Stock	07/22/2015		C		13,046⁽⁹⁾	A	⁽⁹⁾	51,987	I	TCV Member Fund, L.P.⁽²⁾⁽⁸⁾
Common Stock	07/22/2015		P		1,960	A	$16	53,947	I	TCV Member Fund, L.P.⁽²⁾⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁾	07/22/2015		C			10,468	⁽¹⁾	⁽¹⁾	Common Stock	10,468	⁽¹⁾	0	I	TCV VII, L.P.⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	07/22/2015		C			5,436	⁽¹⁾	⁽¹⁾	Common Stock	5,436	⁽¹⁾	0	I	TCV VII (A), L.P.⁽²⁾⁽⁶⁾
Series B Preferred Stock	⁽¹⁾	07/22/2015		C			91	⁽¹⁾	⁽¹⁾	Common Stock	91	⁽¹⁾	0	I	TCV Member Fund, L.P.⁽²⁾⁽⁸⁾
Series C Preferred Stock	⁽⁴⁾	07/22/2015		C			4,498,677	⁽⁴⁾	⁽⁴⁾	Common Stock	4,498,677	⁽⁴⁾	0	I	TCV VII, L.P.⁽²⁾⁽³⁾
Series C Preferred Stock	⁽⁴⁾	07/22/2015		C			2,336,270	⁽⁴⁾	⁽⁴⁾	Common Stock	2,336,270	⁽⁴⁾	0	I	TCV VII (A), L.P.⁽²⁾⁽⁶⁾
Series C Preferred Stock	⁽⁴⁾	07/22/2015		C			38,850	⁽⁴⁾	⁽⁴⁾	Common Stock	38,850	⁽⁴⁾	0	I	TCV Member Fund, L.P.⁽²⁾⁽⁸⁾
Series D Preferred Stock	⁽¹⁰⁾	07/22/2015		C			849,507	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	849,507	⁽¹⁰⁾	0	I	TCV VII, L.P.⁽²⁾⁽³⁾
Series D Preferred Stock	⁽¹⁰⁾	07/22/2015		C			441,169	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	441,169	⁽¹⁰⁾	0	I	TCV VII (A), L.P.⁽²⁾⁽⁶⁾
Series D Preferred Stock	⁽¹⁰⁾	07/22/2015		C			7,576	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	7,576	⁽¹⁰⁾	0	I	TCV Member Fund, L.P.⁽²⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

McAdam Timothy P

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	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

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	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

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	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, Ltd.

(Last)

(First)

(Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of a 13(d) group

Explanation of Responses:

1. The Series B Preferred Stock automatically converted into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering. The Series B Preferred Stock had no expiration date.

2. This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by Jay C. Hoag, Christopher P. Marshall, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., Robert W. Trudeau, John C. Rosenberg, David L. Yuan, TCV VII, L.P. and TCV VII (A), L.P. on July 24, 2015 and relates to the same transactions.

3. These securities are directly held by TCV VII, L.P. 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, L.P. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, L.P., 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.

4. The Series C Preferred Stock automatically converted into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering. The Series C Preferred Stock had no expiration date.

5. Reflects 849,507 shares that were received in connection with the automatic conversion of the Series D Preferred Stock into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering and 613,450 additional shares that were received by TCV VII, L.P. 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 pursuant to the provisions of the Issuer's certificate of incorporation then in effect.

6. These securities are directly held by TCV VII (A), L.P. 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), L.P. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII (A), L.P., 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.

7. Reflects 441,169 shares that were received in connection with the automatic conversion of the Series D Preferred Stock into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering and 318,579 additional shares that were received by TCV VII (A), L.P. 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 pursuant to the provisions of the Issuer's certificate of incorporation then in effect.

8. These securities are directly held by TCV Member Fund, L.P. ("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.

9. Reflects 7,576 shares that were received in connection with the automatic conversion of the Series D Preferred Stock into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering and 5,470 additional shares that were received by TCV MF 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 pursuant to the provisions of the Issuer's certificate of incorporation then in effect.

10. The Series D Preferred Stock 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.

Remarks:

	Frederic D. Fenton, Authorized Signatory for Timothy P. McAdam	07/24/2015
	Frederic D. Fenton, Authorized Signatory for TCV Member Fund, L.P.	07/24/2015
	Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VII, L.P.	07/24/2015
	Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VII, Ltd.	07/24/2015
	** Signature of Reporting Person	Date
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