SEC Form 4 · accession 0000899243-15-001604

Rapid7, Inc. · RPD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Benjamin Holzman

Director · 10% Owner

Period of report

Jul 22, 2015

Accepted (ET)

Jul 24, 2015 · 4:19 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001560327

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F5,F6,F7	Jul 22, 2015	C	6,240,004	—	A	6,767,837	I	See Footnotes
Common Stock^F2,F5,F6,F7	Jul 22, 2015	C	1,285,269	—	A	8,053,106	I	See Footnotes
Common Stock^{F3,F4,F5,F6,F7}	Jul 22, 2015	A	928,125	—	A	8,981,231	I	See Footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Preferred Stock^F1,F5,F6,F7	—	Jul 22, 2015	C	6,240,004	D	—	—	Common Stock	6,240,004	0	I
Series D Preferred Stock^F2,F5,F6,F7	—	Jul 22, 2015	C	1,285,269	D	—	—	Common Stock	1,285,269	0	I

Explanation of responses

F1Represents 5,454,520 shares of Series A Preferred Stock held by Bain Capital Venture Fund 2007, L.P. ("BCVF"), 775,777 shares of Series A Preferred Stock held by BCIP Venture Associates ("BCIPVA") and 9,707 shares of Series A Preferred Stock held by BCIP Venture Associates-B ("BCIPVB" and together with BCVF and BCIPVA, the "Bain Entities") that were automatically converted into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering. The Series A Preferred Stock had no expiration date.
F2Represents 1,123,487 shares of Series D Preferred Stock held by BCVF, 159,792 shares of Series D Preferred Stock held by BCIPVA and 1,990 shares of Series D Preferred Stock held by BCIPVB that were automatically converted into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering. The Series D Preferred Stock had no expiration date.
F3Represents 811,298 shares of Common Stock issued to BCVF, 115,390 shares of Common Stock issued to BCIPVA and 1,437 shares of Common Stock issued to BCIPVB upon the closing of the Issuer's initial public offering in connection with the conversion of shares of the Issuer's Series D Preferred Stock into Common Stock.
F4Following the transactions described in footnotes 1 through 3 above, BCVF held 7,850,695 shares of Common Stock, BCIPVA held 1,116,581 shares of Common Stock and BCIPVB held 13,955 shares of Common Stock.
F5Bain 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 BCVF.
F6BCVI is the attorney-in-fact for Bain Capital Investors, LLC ("BCI"), which is the managing partner of each of BCIPVA and BCIPVB.
F7Mr. Benjamin Holzman is a Managing Director of BCVI. By virtue of the 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.