SEC Form 4 · accession 0000902664-26-002748
Rapid7, Inc. · RPD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
JANA Partners Management, LP
10% Owner
Period of report
Jun 9, 2026
Accepted (ET)
Jun 10, 2026 · 7:06 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001560327
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2,F3,F4 | Jun 9, 2026 | J | 15,208 | $0.00 | A | 6,775,357 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This security represents restricted stock units granted under the Issuer's 2015 Equity Incentive Plan, as amended, as a grant to Kevin G. Galligan ("Mr. Galligan"), a Partner of JANA Partners Management, LP ("JANA" or the "Reporting Person"), in connection with his service on the Issuer's Board of Directors. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.
- F2This restricted stock unit grant vests 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. Galligan's continued service with the Issuer through the applicable vesting date.
- F3Mr. Galligan has assigned all rights to any shares issuable pursuant to the grant to the Reporting Person. Pursuant to the assignment, settlement of the award on vesting will be made to the Reporting Person.
- F4JANA is a private money management firm which beneficially owns the securities reported herein through various accounts under its management and control. JANA Partners Management GP, LLC (the "GP") is the general partner of JANA. Barry Rosenstein is the Founder of the GP and JANA. Barry Rosenstein, JANA, and the GP disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their pecuniary interest therein, if any.
Remarks
Based on the current structure of JANA, JANA will no longer file as a director-by-deputization for purposes of Section 16 under the Securities Exchange Act of 1934.