Filing Details

Accession Number:
0001420295-19-000001
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-02-19 20:40:13
Reporting Period:
2019-02-14
Accepted Time:
2019-02-19 20:40:13
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1560327 Rapid7 Inc. RPD () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1082906 C Jay Hoag C/O Technology Crossover Ventures
250 Middlefield Road
Menlo Park CA 94025
Yes No No Yes
1188444 Jr Q Jon Reynolds C/O Technology Crossover Ventures
250 Middlefield Road
Menlo Park CA 94025
Yes No No Yes
1188456 John Drew C/O Technology Crossover Ventures
250 Middlefield Road
Menlo Park CA 94025
Yes No No Yes
1197937 Rick Kimball C/O Technology Crossover Ventures
250 Middlefield Road
Menlo Park CA 94025
Yes No No Yes
1343722 Robert Trudeau C/O Technology Crossover Ventures
250 Middlefield Road
Menlo Park CA 94025
Yes No No Yes
1361345 Tcv Member Fund, L.p. C/O Technology Crossover Ventures
250 Middlefield Road
Menlo Park CA 94025
No No No Yes
1419272 P L Vii(A) Tcv C/O Technology Crossover Ventures
250 Middlefield Road
Menlo Park CA 94025
No No No Yes
1420295 Tcv Vii Lp C/O Technology Crossover Ventures
250 Middlefield Road
Menlo Park CA 94025
No No No Yes
1440008 P Christopher Marshall C/O Technology Crossover Ventures
250 Middlefield Road
Menlo Park CA 94025
Yes No No Yes
1467001 Technology Crossover Management Vii, L.p. C/O Technology Crossover Ventures
250 Middlefield Road
Menlo Park CA 94025
No No No Yes
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2019-02-14 679,322 $0.00 0 No 4 J Indirect TCV VII, L.P.
Common Stock Disposition 2019-02-14 352,788 $0.00 0 No 4 J Indirect TCV VII (A), L.P.
Common Stock Disposition 2019-02-14 5,933 $0.00 0 No 4 J Indirect TCV Member Fund, L.P.
Common Stock Acquisiton 2019-02-14 261,898 $0.00 261,898 No 4 J Indirect Technology Crossover Management VII, L.P.
Common Stock Disposition 2019-02-14 259,089 $0.00 2,809 No 4 J Indirect Technology Crossover Management VII, L.P.
Common Stock Acquisiton 2019-02-14 24,287 $0.00 24,287 No 4 J Indirect Hoag Family Trust U/A Dtd 8/2/34
Common Stock Acquisiton 2019-02-14 24,288 $0.00 24,288 No 4 J Indirect Hamilton Investments Limited Partnership
Common Stock Acquisiton 2019-02-14 33,567 $0.00 33,567 No 4 J Indirect Goose Rocks Beach Partners, L.P.
Common Stock Acquisiton 2019-02-14 17,780 $0.00 17,780 No 4 J Indirect Drew Family Trust dated 10/5/2004
Common Stock Acquisiton 2019-02-14 10,884 $0.00 10,884 No 4 J Indirect Ten 271 Partners B
Common Stock Acquisiton 2019-02-14 29,669 $0.00 58,339 No 4 J Indirect Reynolds Family Trust
Common Stock Acquisiton 2019-02-14 28,665 $0.00 28,665 No 4 J Indirect Robert W. Trudeau
Common Stock Acquisiton 2019-02-14 11,002 $0.00 11,002 No 4 J Indirect Marshall Carroll 2000 Trust
Common Stock Acquisiton 2019-02-14 139 $0.00 139 No 4 J Indirect Marshall Partners
Common Stock Disposition 2019-02-15 2,809 $45.42 0 No 4 S Indirect Technology Crossover Management VII, L.P.
Common Stock Disposition 2019-02-15 17,780 $45.61 0 No 4 S Indirect Drew Family Trust dated 10/5/2004
Common Stock Disposition 2019-02-15 10,884 $45.61 0 No 4 S Indirect Ten 271 Partners B
Common Stock Disposition 2019-02-15 24,365 $45.50 4,300 No 4 S Indirect Robert W. Trudeau
Common Stock Disposition 2019-02-15 4,300 $46.39 0 No 4 S Indirect Robert W. Trudeau
Common Stock Acquisiton 2019-02-15 27,558 $45.67 32,857 No 4 M Indirect TCV VII Management, L.L.C.
Common Stock Disposition 2019-02-15 27,558 $45.67 5,299 No 4 S Indirect TCV VII Management, L.L.C.
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 J Indirect TCV VII, L.P.
No 4 J Indirect TCV VII (A), L.P.
No 4 J Indirect TCV Member Fund, L.P.
No 4 J Indirect Technology Crossover Management VII, L.P.
No 4 J Indirect Technology Crossover Management VII, L.P.
No 4 J Indirect Hoag Family Trust U/A Dtd 8/2/34
No 4 J Indirect Hamilton Investments Limited Partnership
No 4 J Indirect Goose Rocks Beach Partners, L.P.
No 4 J Indirect Drew Family Trust dated 10/5/2004
No 4 J Indirect Ten 271 Partners B
No 4 J Indirect Reynolds Family Trust
No 4 J Indirect Robert W. Trudeau
No 4 J Indirect Marshall Carroll 2000 Trust
No 4 J Indirect Marshall Partners
No 4 S Indirect Technology Crossover Management VII, L.P.
No 4 S Indirect Drew Family Trust dated 10/5/2004
No 4 S Indirect Ten 271 Partners B
No 4 S Indirect Robert W. Trudeau
No 4 S Indirect Robert W. Trudeau
No 4 M Indirect TCV VII Management, L.L.C.
No 4 S Indirect TCV VII Management, L.L.C.
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Stock Option (right to buy) Disposition 2019-02-15 15,174 $0.00 15,174 $45.67
Common Stock Stock Option (right to buy) Disposition 2019-02-15 12,384 $0.00 12,384 $45.67
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 2026-06-13 No 4 M Indirect
0 2027-06-12 No 4 M Indirect
Footnotes
  1. In kind pro-rata distribution from TCV VII, L.P. ("TCV VII") to its partners, without consideration.
  2. These securities are directly held by TCV VII. Timothy P. McAdam, Jay C. Hoag, Christopher P. Marshall, Jon Q. Reynolds, Jr., Richard H. Kimball, John L. Drew, Robert W. Trudeau, 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. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, 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.
  3. In kind pro-rata distribution from TCV VII (A), L.P. ("TCV VII (A)") to its partners, without consideration.
  4. These securities are directly held by TCV VII (A). 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). The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII (A), 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. In kind pro-rata distribution from TCV Member Fund, L.P. ("TCV MF") to its partners, without consideration.
  6. These securities are directly held by 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. Acquisition by TCM VII pursuant to an in kind pro-rata distribution by each of TCV VII and TCV VII (A) to each of its respective partners, without consideration.
  8. These securities are directly held by TCM VII. The TCM VII Directors are Class A Directors of Management VII, which is the General Partner of TCM VII and Limited Partners of TCM VII. The TCM VII Directorsand Management VII may be deemed to beneficially own the securities held by TCM VII, but the TCM VII Directors and Management VII each disclaim beneficial ownership of such securities except to the extent of theirpecuniary interest therein.
  9. In kind pro-rata distribution from TCM VII to its partners, without consideration.
  10. Acquisition by the Hoag Family Trust U/A Dtd 8/2/94 pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.
  11. Jay C. Hoag is a Trustee of the Hoag Family Trust U/A Dtd 8/2/94. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
  12. Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.
  13. Jay C. Hoag is a General Partner of Hamilton Investments Limited Partnership. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
  14. Acquisition by Goose Rocks Beach Partners, L.P. pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.
  15. Richard H. Kimball is the General Partner of Goose Rocks Beach Partners, L.P. Mr. Kimball disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
  16. Acquisition by Drew Family Trust dated 10/5/2004 pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.
  17. John L. Drew is a Trustee of the Drew Family Trust dated 10/5/2004. Mr. Drew disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
  18. Acquisition by Ten 271 Partners B pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.
  19. John L. Drew is a General Partner of Ten 271 Partners B. Mr. Drew disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
  20. Acquisition by the Reynolds Family Trust pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.
  21. Jon Q. Reynolds, Jr. is a Trustee of the Reynolds Family Trust. Mr. Reynolds disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
  22. Acquisition by Robert W. Trudeau pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.
  23. Shares held directly by Robert W. Trudeau.
  24. Acquisition by the Marshall Carroll 2000 Trust pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.
  25. Christopher P. Marshall is a Trustee of the Marshall Carroll 2000 Trust. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
  26. Acquisition by Marshall Partners pursuant to an in kind pro-rata distribution by TCV MF to its partners, without consideration.
  27. Christopher P. Marshall is a General Partner of Marshall Partners. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
  28. This number represents a weighted average sales price. The shares were sold at prices ranging from $45.40 to $45.44. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and ExchangeCommission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.
  29. This number represents a weighted average sales price. The shares were sold at prices ranging from $45.23 to $45.69. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and ExchangeCommission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.
  30. This number represents a weighted average sales price. The shares were sold at prices ranging from $45.50 to $45.515. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and ExchangeCommission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.
  31. This number represents a weighted average sales price. The shares were sold at prices ranging from $45.43 to $45.94. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and ExchangeCommission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.
  32. This number represents a weighted average sales price. The shares were sold at prices ranging from $46.00 to $46.72. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and ExchangeCommission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.
  33. Represents restricted stock units ("RSUs") held of record by Timothy P. McAdam, for the benefit of TCV VII Management, L.L.C. ("TCV VII Management"). Each RSU represents a contingent right to receive one share of common stock the issuer. The RSUs vest 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 Mr. McAdam's continued service with the issuer through the applicable vesting date. Messrs. Hoag, Marshall, Reynolds, Kimball, Drew, and Trudeau (the "TCM Members") are members of TCV VII Management. Mr. McAdam and the TCM Members each disclaims beneficial ownership of such RSUs and the underlying shares of the issuer's common stock except to the extent of their respective pecuniary interest therein.
  34. This option vested 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 ReportingPerson's continued service with the Issuer through the applicable vesting date.
  35. 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 ofTCV VII Management. Mr. McAdam disclaims beneficial ownership of such options and the shares to bereceived upon the exercise of such options except to the extent of his pecuniary interest therein.