Gatoff Steven Form 3 Rapid7 / Steven Gatoff 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

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1. Name and Address of Reporting Person^*

Gatoff Steven

(Last) (First) (Middle)

C/O RAPID7, INC.

100 SUMMER STREET

(Street)

BOSTON MA 02110

(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	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Common Stock	0	D

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 D Preferred Stock	(1)	(1)	Common Stock	17,310	(1)	D
Stock Option (Right to Buy)	(2)	03/12/2023	Common Stock	304,251	5.05	D
Stock Option (Right to Buy)	(3)	02/04/2025	Common Stock	37,739	9.77	D

Explanation of Responses:

1. 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.

2. 196,495 of these shares are immediately exercisable. The remaining shares shall vest and become exercisable in 17 monthly installments beginning on August 15, 2015, subject to the Reporting Person's continuous service through each vesting date.

3. 1,572 of these shares are immediately exercisable. The remaining shares shall vest and become exercisable in 46 monthly installments beginning on August 5, 2015, subject to the Reporting Person's continuous service through each vesting date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/Richard Segal, Attorney-in-Fact	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.
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