John Drew Form 4 Rapid7 / Christopher P Marshall ownership change

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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OMB Number:	3235-0287
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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 CA 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)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/13/2016

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	06/13/2016		A		6,891(2)	A	$0	6,891	D(3)
Common Stock								6,176,495	I	TCV VII, L.P.(4)
Common Stock								3,207,601	I	TCV VII (A), L.P.(5)
Common Stock								53,947	I	TCV Member Fund, L.P.(6)

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	06/13/2016		A		15,174		(7)	06/13/2026	Common Stock	15,174	$0	15,174	D(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 CA 94301

(City) (State) (Zip)

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^*

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. This security represents restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock of the Issuer.

2. This RSU grant vests 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 the Reporting Person's continued service with the Issuer through the applicable vesting date.

3. These RSU are directly held by Timothy P. McAdam. Mr. McAdam has the sole voting and dispositive power over the shares; however, TCV VII Management, L.L.C. ("TCV VII Management") owns 100% of the pecuniary interest therein. 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 (the "TCM Members") are members of TCV VII Management, but each disclaims beneficial ownership of such RSUs and the underlying shares of the issuer's common stock except to the extent of their pecuniary interest therein.

4. These securities are 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.

5. These securities are 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.

6. These securities are 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.

7. This option vests 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 the Reporting Person's continued service with the Issuer through the applicable vesting date.

8. Timothy P. McAdam has sole voting and dispositive power over the options he holds directly. However, TCV VII Management has a right to 100% of the pecuniary interest in such options. Mr. McAdam is a member of TCV VII Management. Mr. McAdam disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.

Remarks:

All Reporting Persons may be part of a 13(d) group.

	Frederic D. Fenton, Authorized Signatory for Timothy P. McAdam	06/15/2016
	Frederic D. Fenton, Authorized Signatory for Jay C. Hoag	06/15/2016
	Frederic D. Fenton, Authorized Signatory for Richard H. Kimball	06/15/2016
	Frederic D. Fenton, Authorized Signatory for John L. Drew	06/15/2016
	Frederic D. Fenton, Authorized Signatory for Jon Q. Reynolds, Jr.	06/15/2016
	Frederic D. Fenton, Authorized Signatory for David L. Yuan	06/15/2016
	Frederic D. Fenton, Authorized Signatory for Robert W. Trudeau	06/15/2016
	Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall	06/15/2016
	Frederic D. Fenton, Authorized Signatory for John C. Rosenberg	06/15/2016
	** Signature of Reporting Person	Date
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