SC 13D/A

0001193125-17-200114.txt : 20170609 0001193125-17-200114.hdr.sgml : 20170609 20170609162705 ACCESSION NUMBER: 0001193125-17-200114 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170609 DATE AS OF CHANGE: 20170609 GROUP MEMBERS: CHRISTOPHER P. MARSHALL GROUP MEMBERS: DAVID L. YUAN GROUP MEMBERS: JAY C. HOAG GROUP MEMBERS: JOHN C. ROSENBERG GROUP MEMBERS: JOHN L. DREW GROUP MEMBERS: JON Q. REYNOLDS, JR. GROUP MEMBERS: RICHARD H. KIMBALL GROUP MEMBERS: ROBERT W. TRUDEAU GROUP MEMBERS: TCV MEMBER FUND, L.P. GROUP MEMBERS: TCV VII (A), L.P. GROUP MEMBERS: TCV VII MANAGEMENT, L.L.C. GROUP MEMBERS: TECHNOLOGY CROSSOVER MANAGEMENT VII, L.P. GROUP MEMBERS: TECHNOLOGY CROSSOVER MANAGEMENT VII, LTD. GROUP MEMBERS: TIMOTHY P. MCADAM SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88952 FILM NUMBER: 17903270 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCV VII LP CENTRAL INDEX KEY: 0001420295 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 d410335dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

RAPID7, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

753422 10 4

(CUSIP Number)

Frederic D. Fenton

c/o Technology Crossover Ventures

528 Ramona Street

Palo Alto, California 94301

Telephone: (650) 614-8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 6, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1	NAMES OF REPORTING PERSONS: TCV VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 5,260,299 SHARES OF COMMON STOCK (A)
		8	SHARED VOTING POWER: -0- SHARES OF COMMON STOCK
		9	SOLE DISPOSITIVE POWER: 5,260,299 SHARES OF COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 5,260,299 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): PN

(A) Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1	NAMES OF REPORTING PERSONS: TCV VII (A), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 2,731,799 SHARES OF COMMON STOCK (A)
		8	SHARED VOTING POWER: -0- SHARES OF COMMON STOCK
		9	SOLE DISPOSITIVE POWER: 2,731,799 SHARES OF COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,731,799 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): PN

(A) Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1	NAMES OF REPORTING PERSONS: TCV MEMBER FUND, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 45,945 SHARES OF COMMON STOCK (A)
		8	SHARED VOTING POWER: -0- SHARES OF COMMON STOCK
		9	SOLE DISPOSITIVE POWER: 45,945 SHARES OF COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 45,945 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): PN

(A) Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1	NAMES OF REPORTING PERSONS: TECHNOLOGY CROSSOVER MANAGEMENT VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 7,992,098 SHARES OF COMMON STOCK (A)
		8	SHARED VOTING POWER: -0- SHARES OF COMMON STOCK
		9	SOLE DISPOSITIVE POWER: 7,992,098 SHARES OF COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 7,992,098 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): PN

(A) Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1	NAMES OF REPORTING PERSONS: TECHNOLOGY CROSSOVER MANAGEMENT VII, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 8,038,043 SHARES OF COMMON STOCK (A)
		8	SHARED VOTING POWER: -0- SHARES OF COMMON STOCK
		9	SOLE DISPOSITIVE POWER: 8,038,043 SHARES OF COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,038,043 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO

(A) Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1	NAMES OF REPORTING PERSONS: TCV VII MANAGEMENT, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: -0- SHARES OF COMMON STOCK
		8	SHARED VOTING POWER: 22,065 SHARES OF COMMON STOCK (A)
		9	SOLE DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
		10	SHARED DISPOSITIVE POWER: 22,065 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 22,065 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.05%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO

(A) Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1	NAMES OF REPORTING PERSONS: JAY C. HOAG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: -0- SHARES OF COMMON STOCK
		8	SHARED VOTING POWER: 8,060,108 SHARES OF COMMON STOCK (A)
		9	SOLE DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
		10	SHARED DISPOSITIVE POWER: 8,060,108 SHARES OF COMMON STOCK(A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,060,108 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

(A) Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1	NAMES OF REPORTING PERSONS: RICHARD H. KIMBALL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: -0- SHARES OF COMMON STOCK
		8	SHARED VOTING POWER: 8,060,108 SHARES OF COMMON STOCK (A)
		9	SOLE DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
		10	SHARED DISPOSITIVE POWER: 8,060,108 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,060,108 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

(A) Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1	NAMES OF REPORTING PERSONS: JOHN L. DREW
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: -0- SHARES OF COMMON STOCK
		8	SHARED VOTING POWER: 8,060,108 SHARES OF COMMON STOCK (A)
		9	SOLE DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
		10	SHARED DISPOSITIVE POWER: 8,060,108 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,060,108 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

(A) Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1	NAMES OF REPORTING PERSONS: JON Q. REYNOLDS, JR.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: -0- SHARES OF COMMON STOCK
		8	SHARED VOTING POWER: 8,060,108 SHARES OF COMMON STOCK (A)
		9	SOLE DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
		10	SHARED DISPOSITIVE POWER: 8,060,108 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,060,108 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

(A) Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1	NAMES OF REPORTING PERSONS: DAVID L. YUAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: -0- SHARES OF COMMON STOCK
		8	SHARED VOTING POWER: 8,038,043 SHARES OF COMMON STOCK (A)
		9	SOLE DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
		10	SHARED DISPOSITIVE POWER: 8,038,043 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,038,043 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

(A) Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1	NAMES OF REPORTING PERSONS: ROBERT W. TRUDEAU
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: -0- SHARES OF COMMON STOCK
		8	SHARED VOTING POWER: 8,060,108 SHARES OF COMMON STOCK (A)
		9	SOLE DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
		10	SHARED DISPOSITIVE POWER: 8,060,108 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,060,108 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

(A) Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1	NAMES OF REPORTING PERSONS: CHRISTOPHER P. MARSHALL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: -0- SHARES OF COMMON STOCK
		8	SHARED VOTING POWER: 8,060,108 SHARES OF COMMON STOCK (A)
		9	SOLE DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
		10	SHARED DISPOSITIVE POWER: 8,060,108 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,060,108 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

(A) Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1	NAMES OF REPORTING PERSONS: TIMOTHY P. McADAM
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 22,065 SHARES OF COMMON STOCK (A)
		8	SHARED VOTING POWER: 8,038,043 SHARES OF COMMON STOCK (A)
		9	SOLE DISPOSITIVE POWER: 22,065 SHARES OF COMMON STOCK (A)
		10	SHARED DISPOSITIVE POWER: 8,038,043 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,060,108 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

(A) Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1	NAMES OF REPORTING PERSONS: JOHN C. ROSENBERG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: -0- SHARES OF COMMON STOCK
		8	SHARED VOTING POWER: 8,038,043 SHARES OF COMMON STOCK (A)
		9	SOLE DISPOSITIVE POWER: -0- SHARES OF COMMON STOCK
		10	SHARED DISPOSITIVE POWER: 8,038,043 SHARES OF COMMON STOCK (A)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,038,043 SHARES OF COMMON STOCK (A)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 18.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

(A) Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4

The Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on July 30, 2015 (the “Statement”) by the persons named therein is hereby amended and supplemented by this Amendment No. 1 to Schedule 13D (the “Amendment”). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Statement. Except as otherwise provided herein, each Item of the Statement remains unchanged.

All of the percentages calculated in this Amendment are based upon an aggregate of 43,409,436 shares of Common Stock outstanding as of June 5, 2017, as disclosed in the Company’s Prospectus Supplement dated June 6, 2017, to Prospectus dated June 2, 2017, as filed with the Commission.

Information with respect to each Reporting Person is given solely by such Reporting Person and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person.

ITEM 2. IDENTITY AND BACKGROUND.

Items 2(a)-(c) and (f) are hereby amended and supplemented by adding TCV VII Management, L.L.C., a Cayman Islands exempted company (“TCV VII Management”), as a Reporting Person.

From the date of this Amendment, all references to “Reporting Persons” in the Statement shall include TCV VII Management. The agreement among the Reporting Persons relating to the joint filing of the Statement and this Amendment is attached as Exhibit 1 hereto.

TCV VII Management is principally engaged in the business of managing funds that invest in securities of privately and publicly held companies. The address of the principal business and office of TCV VII Management is 528 Ramona Street, Palo Alto, California 94301.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of the Statement is hereby amended and supplemented by adding the following:

On June 6, 2017, the TCV Funds sold the following shares of Common Stock in a registered block trade effected through a broker: (i) 916,196 shares of Common Stock by TCV VII, L.P. (“TCV VII”), (ii) 475,802 shares of Common Stock by TCV VII (A), L.P. (“TCV VII(A)”), and (iii) 8,002 shares of Common Stock by TCV Member Fund, L.P. (“Member Fund” and, together with TCV VII and TCV VII(A), the “TCV Funds”).

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a) and (b) of the Statement are amended and restated in their entirety as follows:

(a), (b). On the date hereof, the Reporting Persons beneficially own directly and/or indirectly the following shares:


Name of Investor	Number of Total Shares			Percentage of Outstanding Shares
TCV VII		5,260,299	(*)		12.1	%
TCV VII(A)		2,731,799	(*)		6.3	%
Member Fund		45,945	(*)		0.1	%
Management VII		7,992,098	(*)		18.4	%
TCM VII		8,038,043	(*)		18.5	%
TCV VII Management		22,065	(*)		0.05	%
Mr. Hoag		8,060,108	(*)		18.6	%
Mr. Kimball		8,060,108	(*)		18.6	%
Mr. Drew		8,060,108	(*)		18.6	%
Mr. Reynolds		8,060,108	(*)		18.6	%
Mr. Yuan		8,038,043	(*)		18.5	%
Mr. Trudeau		8,060,108	(*)		18.6	%
Mr. Marshall		8,060,108	(*)		18.6	%
Mr. McAdam		8,060,108	(*)		18.6	%
Mr. Rosenberg		8,038,043	(*)		18.5	%

(*)	Certain Reporting Persons disclaim beneficial ownership as set forth below.

SCHEDULE 13D/A

CUSIP No. 753422 10 4

Each of the TCV Funds has the sole power to dispose or direct the disposition of the shares of Common Stock which it holds directly, and has the sole power to vote or direct the vote of such shares.

Technology Crossover Management VII, Ltd. (“TCM VII”), as the ultimate general partner of TCV VII and TCV VII(A) and a general partner of Member Fund, and Technology Crossover Management VII, L.P. (“Management VII”), as the direct general partner of TCV VII and TCV VII(A), may also be deemed to have the sole power to dispose or direct the disposition of the shares of Common Stock held by TCV VII and TCV VII(A) and, with respect to TCM VII, the shares held by Member Fund and have the sole power to direct the vote of such shares. Each of TCM VII and Management VII disclaims beneficial ownership of the shares of Common Stock owned by TCV VII, TCV VII(A) and Member Fund, except to the extent of their respective pecuniary interest therein.

Under the memorandum and articles of association of TCM VII, Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., David L. Yuan, Robert W. Trudeau, Christopher P. Marshall, Timothy P. McAdam and John C. Rosenberg (collectively, the Class A Directors”) have the shared power to dispose or direct the disposition of the shares held by TCV VII, TCV VII(A) and Member Fund and the shared power to direct the vote of such shares. Each of the Class A Directors disclaims beneficial ownership of the shares of Common Stock owned of record by TCV VII, TCV VII(A) and Member Fund except to the extent of their respective pecuniary interest therein.

Mr. McAdam has the sole power to dispose or direct the disposition of an aggregate of 22,065 shares of Common Stock issuable upon vesting of restricted stock units and an option exercisable within 60 days of the date hereof which he holds directly, and has the sole power to vote or direct the vote of such shares. Mr. McAdam holds these securities for the benefit of TCV VII Management. TCV VII Management and Messrs. Hoag, Kimball, Reynolds, Drew, Trudeau and Marshall, who are members of TCV VII Management, may be deemed to have the shared power to dispose or direct the disposition of the securities held of record by Mr. McAdam. Each of Mr. McAdam, TCV VII Management and Messrs. Hoag, Kimball, Reynolds, Drew, Trudeau and Marshall disclaims beneficial ownership of the shares of Common Stock owned of record by Mr. McAdam, except to the extent of their respective pecuniary interest therein.

The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Company but do not affirm the existence of any such group.

Except as set forth in this Item 5(a)—(b), each of the Reporting Persons disclaims beneficial ownership of any Common Stock owned beneficially or of record by any other Reporting Person.

Item 5(c) of the Statement is hereby amended and supplemented by adding the following:

(c). See Item 4 above. The shares of Common Stock sold on June 6, 2017, were sold at $18.00 per share.

SCHEDULE 13D/A

CUSIP No. 753422 10 4

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item (6) of the Statement is amended to delete the disclosure under the subheading “Lock-Up Agreements” in its entirety.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Item (7) of the Statement is amended and restated in its entirety as follows:

Exhibit 1—Joint Filing Agreement, dated as of June 9, 2017

Exhibit 2—Amended and Restated Investors’ Rights Agreement, dated as of December 9, 2014 (incorporated by reference from Exhibit 4.2 to Rapid7, Inc.’s Registration Statement on Form S-1 filed on June 11, 2015)

Exhibit 3—Statement Appointing Designated Filer and Authorized Signatories dated July 10, 2009 (incorporated by reference from Exhibit 2 to the Schedule 13D relating to the common stock of Interactive Brokers Group, Inc. filed on July 10, 2009)

Exhibit 4—Statement Appointing Designated Filer and Authorized Signatories dated August 6, 2010 (incorporated by reference to Exhibit 5 to the Schedule 13D relating to the common stock of Green Dot Corporation filed on August 6, 2010)

Exhibit 5—Statement Appointing Designated Filer and Authorized Signatories dated December 31, 2010 (incorporated by reference to Exhibit 6 to the Schedule 13D relating to the common stock of K12 Inc. filed on May 5, 2011)

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 9, 2017


TCV VII, L.P.

By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory


TCV VII (A), L.P.

By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory


TCV MEMBER FUND, L.P.

By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory


TECHNOLOGY CROSSOVER MANAGEMENT VII, L.P.



By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

TECHNOLOGY CROSSOVER MANAGEMENT VII, LTD.



By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

TCV VII MANAGEMENT, L.L.C.



By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

JAY C. HOAG



By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

RICHARD H. KIMBALL



By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

JOHN L. DREW



By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

JON Q. REYNOLDS, JR.



By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

DAVID L. YUAN



By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

ROBERT W. TRUDEAU



By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

CHRISTOPHER P. MARSHALL



By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

TIMOTHY P. McADAM



By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

JOHN C. ROSENBERG



By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

EXHIBIT INDEX

Exhibit 1—Joint Filing Agreement, dated as of June 9, 2017

EX-1 2 d410335dex1.htm EX-1 EX-1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to herein) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Rapid7, Inc., a Delaware corporation, and that this Agreement may be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 9th day of June, 2017.


TCV VII, L.P.

By:	/s/ Frederic D. Fenton

	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

TCV VII (A), L.P.

By:	/s/ Frederic D. Fenton

	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

TCV MEMBER FUND, L.P.

By:	/s/ Frederic D. Fenton

	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

TECHNOLOGY CROSSOVER MANAGEMENT VII, L.P.

By:	/s/ Frederic D. Fenton

	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

TECHNOLOGY CROSSOVER MANAGEMENT VII, LTD.

By:	/s/ Frederic D. Fenton

	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

TCV VII MANAGEMENT, L.L.C.

By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Its:	Authorized Signatory


JAY C. HOAG

By:	/s/ Frederic D. Fenton

	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

RICHARD H. KIMBALL

By:	/s/ Frederic D. Fenton

	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

JOHN L. DREW

By:	/s/ Frederic D. Fenton

	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

JON Q. REYNOLDS, JR.

By:	/s/ Frederic D. Fenton

	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

DAVID L. YUAN

By:	/s/ Frederic D. Fenton

	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

ROBERT W. TRUDEAU

By:	/s/ Frederic D. Fenton

	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

CHRISTOPHER P. MARSHALL

By:	/s/ Frederic D. Fenton

	Name:	Frederic D. Fenton
	Its:	Authorized Signatory

TIMOTHY P. McADAM

By:	/s/ Frederic D. Fenton

	Name:	Frederic D. Fenton
	Its:	Authorized Signatory


JOHN C. ROSENBERG

By:	/s/ Frederic D. Fenton

	Name:	Frederic D. Fenton
	Its:	Authorized Signatory