SEC Form 4 · accession 0001082906-17-000025
Rapid7, Inc. · RPD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Jay C Hoag
Director · 10% Owner · Other
Jon Q Reynolds Jr.
Director · 10% Owner · Other
John Drew
Director · 10% Owner · Other
Rick Kimball
Director · 10% Owner · Other
Robert Trudeau
Director · 10% Owner · Other
TCV Member Fund, L.P.
10% Owner · Other
Vii(a) L P Tcv
10% Owner · Other
TCV VII LP
10% Owner · Other
Christopher P Marshall
Director · 10% Owner · Other
Technology Crossover Management VII, L.P.
10% Owner · Other
Period of report
Nov 13, 2017
Accepted (ET)
Nov 15, 2017 · 8:02 pm EST
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 StockF2 | Nov 13, 2017 | J | 981,638 | $0.00 | D | 4,278,661 | I | TCV VII, L.P. |
| Common StockF4 | Nov 13, 2017 | J | 509,788 | $0.00 | D | 2,222,011 | I | TCV VII (A), L.P. |
| Common StockF6 | Nov 13, 2017 | J | 8,574 | $0.00 | D | 37,371 | I | TCV Member Fund, L.P. |
| Common StockF8 | Nov 13, 2017 | J | 378,447 | $0.00 | A | 378,447 | I | Technology Crossover Management VII, L.P. |
| Common StockF8 | Nov 13, 2017 | J | 375,438 | $0.00 | D | 3,009 | I | Technology Crossover Management VII, L.P. |
| Common StockF11 | Nov 13, 2017 | J | 35,254 | $0.00 | A | 35,254 | I | Hoag Family Trust U/A Dtd 8/2/34 |
| Common StockF13 | Nov 13, 2017 | J | 35,246 | $0.00 | A | 35,246 | I | Hamilton Investments Limited Partnership |
| Common StockF15 | Nov 13, 2017 | J | 48,714 | $0.00 | A | 48,714 | I | Goose Rocks Beach Partners, L.P. |
| Common StockF17 | Nov 13, 2017 | J | 25,802 | $0.00 | A | 25,802 | I | Drew Family Trust dated 10/5/2004 |
| Common StockF19 | Nov 13, 2017 | J | 15,796 | $0.00 | A | 15,796 | I | Ten 271 Partners B |
| Common StockF21 | Nov 13, 2017 | J | 43,048 | $0.00 | A | 43,048 | I | Reynolds Family Trust |
| Common StockF23 | Nov 13, 2017 | J | 41,598 | $0.00 | A | 41,598 | I | Robert W. Trudeau |
| Common StockF25 | Nov 13, 2017 | J | 15,934 | $0.00 | A | 15,934 | I | Marshall Carroll 2000 Trust |
| Common StockF27 | Nov 13, 2017 | J | 236 | $0.00 | A | 236 | I | Marshall Partners |
| Common StockF28,F8 | Nov 14, 2017 | S | 3,099 | $17.9865 | D | 0 | I | Technology Crossover Management VII, L.P. |
| Common StockF29,F17 | Nov 14, 2017 | S | 25,802 | $18.3072 | D | 0 | I | Drew Family Trust dated 10/5/2004 |
| Common StockF29,F19 | Nov 14, 2017 | S | 15,796 | $18.3072 | D | 0 | I | Ten 271 Partners B |
| Common StockF30,F23 | Nov 14, 2017 | S | 41,598 | $18.2973 | D | 0 | I | Robert W. Trudeau |
| Common StockF31,F25 | Nov 14, 2017 | S | 9,231 | $18.6746 | D | 6,703 | I | Marshall Carroll 2000 Trust |
| Common StockF31,F27 | Nov 14, 2017 | S | 137 | $18.6746 | D | 99 | I | Marshall Partners |
| Common StockF25 | Nov 15, 2017 | S | 6,703 | $18.30 | D | 0 | I | Marshall Carroll 2000 Trust |
| Common StockF27 | Nov 15, 2017 | S | 99 | $18.30 | D | 0 | I | Marshall Partners |
| Common StockF32 | holding | — | — | — | 12,756 | I | TCV VII Management, L.L.C. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1In kind pro-rata distribution from TCV VII, L.P. ("TCV VII") to its partners, without consideration.
- F10Acquisition 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.
- F11Jay 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.
- F12Acquisition 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.
- F13Jay 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.
- F14Acquisition 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.
- F15Richard 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.
- F16Acquisition 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.
- F17John 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.
- F18Acquisition 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.
- F19John 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.
- F2These 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, John C. Rosenberg 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.
- F20Acquisition 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.
- F21Jon 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.
- F22Acquisition 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.
- F23Shares held directly by Robert W. Trudeau.
- F24Acquisition 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.
- F25Christopher 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.
- F26Acquisition by Marshall Partners pursuant to an in kind pro-rata distribution by TCV MF to its partners, without consideration.
- F27Christopher 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.
- F28This number represents a weighted average purchase price per share. The shares were purchased at prices ranging from $17.66 to $18.49 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
- F29This number represents a weighted average purchase price per share. The shares were purchased at prices ranging from $18.19 to $18.48 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
- F3In kind pro-rata distribution from TCV VII (A), L.P. ("TCV VII (A)") to its partners, without consideration.
- F30This number represents a weighted average purchase price per share. The shares were purchased at prices ranging from $17.88 to $18.55 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
- F31This number represents a weighted average purchase price per share. The shares were purchased at prices ranging from $18.50 to $18.85 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
- F32Represents 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.
- F4These 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.
- F5In kind pro-rata distribution from TCV Member Fund, L.P. ("TCV MF") to its partners, without consideration.
- F6These 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.
- F7Acquisition 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.
- F8These 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 Directors and 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 their pecuniary interest therein.
- F9In kind pro-rata distribution from TCM VII to its partners, without consideration.
Remarks
This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by Timothy P. McAdam, David L. Yuan and John C. Rosenberg on November 15, 2017 and relates to the same transactions.