SEC Form 5 · accession 0001082906-19-000004

Rapid7, Inc. · RPD

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

Reporting owner

Jay C Hoag

Director

Period of report

Dec 31, 2018

Accepted (ET)

Feb 14, 2019 · 5:08 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 Stock^F1	Sep 13, 2018	G	23,481	$0.00	D	0	I	Hoag Family Trust U/A Dtd 8/2/34
Common Stock^F2	holding	—	—		—	679,322	I	TCV VII, L.P.
Common Stock^F3	holding	—	—		—	352,788	I	TCV VII (A), L.P.
Common Stock^F4	holding	—	—		—	5,933	I	TCV Member Fund, L.P.
Common Stock^F5	holding	—	—		—	5,299	I	TCV VII Management, LLC

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Jay 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.
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, 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.
F3These 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.
F4These 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.
F5Represents 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.
F6Represents a gift/charitable donation effective 09/13/2018. Not a market transaction thus no price is reported. No value was received in return for the gifted shares.