Holzman Benjamin Form 3 Rapid7 / Benjamin Holzman 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^*

Holzman Benjamin

(Last) (First) (Middle)

C/O BAIN CAPITAL VENTURE PARTNERS, LLC

JOHN HANCOCK TOWER, 200 CLARENDON STREET

(Street)

BOSTON MA 02116

(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)

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

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	527,833	I	See Footnote(1)(2)(3)

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 A Preferred Stock	(4)	(4)	Common Stock	6,240,004	(4)	I	See Footnote(1)(2)(3)
Series D Preferred Stock	(5)	(5)	Common Stock	1,285,269	(5)	I	See Footnote(1)(2)(3)

Explanation of Responses:

1. Bain Capital Venture Investors, LLC ("BCVI") is the sole general partner of Bain Capital Venture Partners 2007, L.P. ("BCVP"), which is the sole general partner of Bain Capital Venture Fund 2007, L.P. ("BCVF").

2. BCVI is the attorney-in-fact for Bain Capital Investors, LLC ("BCI"), which is the managing partner of each of BCIP Venture Associates ("BCIPVA") and BCIP Venture Associates-B ("BCIPVB" and together with BCVF and BCIPVA, the "Bain Entities").

3. Mr. Benjamin Holzman is a Managing Director of BCVI. By virtue of these relationships described in these footnotes, Mr. Holzman may be deemed to share voting and dispositive power with respect to the securities held by the Bain Entities. Mr. Holzman disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

4. The Series A 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 A Preferred Stock has no expiration date.

5. 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:

	/s/ Benjamin Holzman	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).
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