SEC Form 4 · accession 0000899243-15-001605
Rapid7, Inc. · RPD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BAIN CAPITAL INVESTORS LLC
Director · 10% Owner
Michael A Krupka
Director · 10% Owner
BAIN CAPITAL VENTURE INVESTORS, LLC
Director · 10% Owner
BCIP Venture Associates
Director · 10% Owner
Venture Associates-B Bcip
Director · 10% Owner
Bain Capital Venture Fund 2007, L.P.
Director · 10% Owner
Bain Capital Venture Partners 2007, L.P.
Director · 10% Owner
Benjamin Nye
Director · 10% Owner
Period of report
Jul 22, 2015
Accepted (ET)
Jul 24, 2015 · 4:21 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 StockF1,F5,F6,F7 | Jul 22, 2015 | C | 6,240,004 | — | A | 6,767,837 | I | See Footnotes |
| Common StockF2,F5,F6,F7 | Jul 22, 2015 | C | 1,285,269 | — | A | 8,053,106 | I | See Footnotes |
| Common StockF3,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 StockF1,F5,F6,F7 | — | Jul 22, 2015 | C | 6,240,004 | D | — | — | Common Stock | 6,240,004 | 0 | I |
| Series D Preferred StockF2,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. As a result, BCVI and BCVP may be deemed to share voting and dispositive power with respect to the securities held by BCVF. BCVI and BCVP disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- F6BCVI is the attorney-in-fact for Bain Capital Investors, LLC ("BCI"), which is the managing partner of each of BCIPVA and BCIPVB. As a result, BCVI and BCI may be deemed to share voting and dispositive power with respect to the securities held by BCIPVA and BCIPVB. BCVI and BCI disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
- F7Voting and investment decisions with respect to the securities held by the Bain Entities are made by the Executive Committee of BCVI, which is comprised of Michael Krupka and Benjamin Nye. By virtue of these relationships, Messrs. Krupka and Nye may be deemed to share voting and dispositive power over the securities held by the Bain Entities. Messrs. Krupka and Nye both disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.