SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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Rapid7, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
753422104 (CUSIP Number) |
Ele Klein & Adriana Schwartz McDermott Will & Schulte LLP, 919 Third Avenue New York, NY, 10022 212-756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/11/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | 753422104 |
1 |
Name of reporting person
JANA PARTNERS MANAGEMENT, LP | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
6,518,604.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
10.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
(b) | Name of Issuer:
Rapid7, Inc. | |
(c) | Address of Issuer's Principal Executive Offices:
120 CAUSEWAY STREET, BOSTON,
MASSACHUSETTS
, 02114. | |
Item 1 Comment:
This Amendment No. 6 ("Amendment No. 6") amends the statement on Schedule 13D filed with the SEC on September 27, 2024 (as amended from time to time, the "Schedule 13D") with respect to the Shares of the Issuer. This Amendment No. 6 amends Items 3, 5, and 6 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 6 have the meanings set forth in the Schedule 13D. | ||
Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated in its entirety as follows:
The 6,518,604 Shares reported herein as beneficially owned by JANA were acquired at an aggregate purchase price of approximately $198 million. Such Shares were acquired with investment funds in accounts managed by JANA and margin borrowings described in the following sentence. Such Shares are held by the investment funds managed by JANA in commingled margin accounts, which may extend margin credit to JANA from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker's call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Item 5(a) is hereby amended and restated in its entirety as follows:
The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 64,745,948 Shares outstanding as of August 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the SEC on August 8, 2025.
As of the date hereof, JANA may be deemed to beneficially own 6,518,604 Shares, representing approximately 10.1% of the Shares outstanding. This includes 1,176 shares of restricted stock ("RSUs") granted to Kevin Galligan ("Mr. Galligan") on June 11, 2025 for his service on the Board. 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. Galligan's continued service with the Issuer through the applicable vesting date. Mr. Galligan has assigned all rights to any Shares issuable pursuant to the grant to the Reporting Person. Pursuant to the assignment, settlement of the award on vesting will be made to the Reporting Person. | |
(b) | Item 5(b) is hereby amended and restated in its entirety as follows:
JANA has sole voting and dispositive power over 6,518,604 Shares, which power is exercised by the JANA Principal. | |
(c) | Item 5(c) is hereby amended and restated in its entirety as follows:
Information concerning transactions in the Shares effected by the Reporting Person in the past sixty (60) days is set forth in Schedule A hereto and is incorporated herein by reference. All of the transactions in Shares listed herein were effected in the open market through various brokerage entities. | |
(d) | Item 5(d) is hereby amended and restated in its entirety as follows:
No person (other than the Reporting Person) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. | |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The second paragraph of Item 6 of the Original Schedule 13D is hereby replaced by the following:
The information disclosed in Item 5(a) is incorporated herein by reference.
Certain accounts under JANA's management and control have entered into notional principal amount derivative agreements (the "Derivative Agreements") in the form of cash settled swaps with respect to an aggregate of 2,688,364 Shares (collectively representing economic exposure comparable to 4.2% of the Shares). The Derivative Agreements provide JANA with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are referenced in the Derivative Agreements (such Shares, the "Subject Shares"). JANA disclaims beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions. |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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