Ajay Agarwal Form 4 Rapid7 / Venture Associates BCIP 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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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^*

BAIN CAPITAL VENTURE INVESTORS, LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2017

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	06/06/2017		S		1,400,000	D	$18	7,581,230	I	See Footnotes(1)(2)(3)(4)

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

1. Name and Address of Reporting Person^*

BAIN CAPITAL VENTURE INVESTORS, LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bain Capital Venture Partners 2007, L.P.

(Last) (First) (Middle)

111 HUNTINGTON AVENUE

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bain Capital Venture Fund 2007, L.P.

(Last) (First) (Middle)

111 HUNTINGTON AVENUE

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCIP Venture Associates

(Last) (First) (Middle)

JOHN HANCOCK TOWER

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCIP VENTURE ASSOCIATES-B

(Last) (First) (Middle)

JOHN HANCOCK TOWER

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KRUPKA MICHAEL A

(Last) (First) (Middle)

C/O BAIN CAPITAL VENTURE INVESTORS, LLC

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Agarwal Ajay

(Last) (First) (Middle)

C/O BAIN CAPITAL VENTURE INVESTORS, LLC

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. Bain Capital Venture Investors, LLC ("BCVI") is the general partner of Bain Capital Venture Partners 2007, L.P. ("Partners 2007"), which is the general partner of Bain Capital Venture Fund 2007, L.P. ("Fund 2007"). As a result, Partners 2007 may be deemed to share voting and dispositive power with respect to shares of Common Stock held by Fund 2007. Partners 2007 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On June 6, 2017, Fund 2007 sold 1,223,772 shares of Common Stock. Following such sale Fund 2007 held 6,626,923 shares of Common Stock.

2. On June 6, 2017, BCIP Venture Associates ("BCIP VA"), whose managing partner is Boylston Coinvestors, LLC ("Boylston"), sold 174,053 shares of Common Stock. Following such sale BCIP VA held 942,527 shares of Common Stock.

3. On June 6, 2017, BCIP Venture Associates-B ("BCIP VA-B" and together with Fund 2007 and BCIP VA, the "Bain Capital Entities"), whose managing partner is Boylston, sold 2,175 shares of Common Stock. Following such sale BCIP VA-B held 11,780 shares of Common Stock.

4. The governance, investment strategy and decision-making process with respect to the investments held by the Bain Capital Entities is directed by the Executive Committee of BCVI, which consists of Michael A. Krupka and Ajay Agarwal. As a result, BCVI and Messrs. Krupka and Agarwal may be deemed to share voting and dispositive power with respect to all of the shares of Common Stock held by the Bain Capital Entities. BCVI and Messrs. Krupka and Agarwal each disclaim beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.

Remarks:

	BAIN CAPITAL VENTURE INVESTORS, LLC, By: /s/ Michael A. Krupka, Name: Michael A. Krupka, Title: Managing Director	06/07/2017
	BAIN CAPITAL VENTURE PARTNERS 2007, L.P., BY: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Michael A. Krupka, Name: Michael A. Krupka, Title: Managing Director	06/07/2017
	BAIN CAPITAL VENTURE FUND 2007, L.P., BY: Bain Capital Venture Partners 2007, L.P., its general partner, BY: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Michael A. Krupka, Name: Michael A. Krupka, Title: Managing Director	06/07/2017
	BCIP VENTURE ASSOCIATES, BY: Boylston Coinvestors, LLC, its managing partner, By: /s/ Michael A. Krupka, Name: Michael A. Krupka, Title: Authorized Signatory	06/07/2017
	BCIP VENTURE ASSOCIATES-B, BY: Boylston Coinvestors, LLC, its managing partner, By: /s/ Michael A. Krupka, Name: Michael A. Krupka, Title: Authorized Signatory	06/07/2017
	By: /s/ Michael A. Krupka	06/07/2017
	By: /s/ Ajay Agarwal	06/07/2017
	** Signature of Reporting Person	Date
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