John Drew Form 3 Rapid7 / JOHN DREW ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

HOAG JAY C

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2015

3. Issuer Name and Ticker or Trading Symbol
Rapid7, Inc. [ RPD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	(1)	Common Stock	10,468	(1)	I	TCV VII, L.P.(2)(3)
Series B Preferred Stock	(1)	(1)	Common Stock	5,436	(1)	I	TCV VII (A), L.P.(2)(4)
Series B Preferred Stock	(1)	(1)	Common Stock	91	(1)	I	TCV Member Fund, L.P.(2)(5)
Series C Preferred Stock	(6)	(6)	Common Stock	4,498,677	(6)	I	TCV VII, L.P.(3)
Series C Preferred Stock	(6)	(6)	Common Stock	2,336,270	(6)	I	TCV VII (A), L.P.(4)
Series C Preferred Stock	(6)	(6)	Common Stock	38,850	(6)	I	TCV Member Fund, L.P.(5)
Series D Preferred Stock	(7)	(7)	Common Stock	849,507	(7)	I	TCV VII, L.P.(3)
Series D Preferred Stock	(7)	(7)	Common Stock	441,169	(7)	I	TCV VII (A), L.P.(4)
Series D Preferred Stock	(7)	(7)	Common Stock	7,576	(7)	I	TCV Member Fund, L.P.(5)

1. Name and Address of Reporting Person^*

HOAG JAY C

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KIMBALL RICK

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TCV VII LP

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TCV VII(A) L P

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DREW JOHN

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

REYNOLDS JON Q JR

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Yuan David

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Trudeau Robert

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Marshall Christopher P

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rosenberg John C.

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

528 RAMONA STREET

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

Explanation of Responses:

1. The Series B Preferred Stock will automatically convert into the same number of shares of common stock upon the closing of the Issuer's initial public offering. The Series B Preferred Stock has no expiration date.

2. This Form 3 is filed by more than one Reporting Person and is a joint filing with the Form 3 filed by Timothy P. McAdam, TCV Member Fund, L.P., Technology Crossover Management VII, L.P., and Technology Crossover Management VII, Ltd. on July 16, 2015.

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. 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.

5. 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.

6. The Series C Preferred Stock will automatically convert into the same number of shares of common stock upon the closing of the Issuer's initial public offering. The Series C Preferred Stock has no expiration date.

7. The Series D Preferred Stock will automatically convert into the same number of shares of common stock upon the closing of the Issuer's initial public offering. The Series D Preferred Stock has no expiration date.

Remarks:

Exhibit List: Exhibit 24 - Statements Appointing Designated Filer and Authorized Signatories (incorporated herein by reference to Exhibit 5 to the Schedule 13D relating to the Class A Common Stock of Green Dot Corporation filed by certain of the Reporting Persons on August 6, 2010, by reference to Exhibit 2 to the Schedule 13D relating to the common stock of Interactive Brokers Group, Inc. filed by certain of the Reporting Persons on July 10, 2009, and by reference to Exhibit 6 to the Schedule 13D relating to the common stock of K12 Inc. filed by certain of the Reporting Persons on May 2, 2011).

	Frederic D. Fenton, Authorized Signatory for Jay C. Hoag	07/16/2015
	Frederic D. Fenton, Authorized Signatory for TCV VII, L.P.	07/16/2015
	Frederic D. Fenton, Authorized Signatory for TCV VII (A), L.P.	07/16/2015
	Frederic D. Fenton, Authorized Signatory for Richard H. Kimball	07/16/2015
	Frederic D. Fenton, Authorized Signatory for John L. Drew	07/16/2015
	Frederic D. Fenton, Authorized Signatory for Jon Q. Reynolds, Jr.	07/16/2015
	Frederic D. Fenton, Authorized Signatory for David L. Yuan	07/16/2015
	Frederic D. Fenton, Authorized Signatory for Robert W. Trudeau	07/16/2015
	Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall	07/16/2015
	Frederic D. Fenton, Authorized Signatory for John C. Rosenberg	07/16/2015
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.