SEC Form 4 · accession 0001420295-19-000001
Rapid7, Inc. · RPD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owners
Jay C Hoag
Director · Other
Jon Q Reynolds Jr.
Director · Other
John Drew
Director · Other
Rick Kimball
Director · Other
Robert Trudeau
Director · Other
Vii(a) L P Tcv
Other
TCV VII LP
Other
Christopher P Marshall
Director · Other
Period of report
Feb 14, 2019
Accepted (ET)
Feb 19, 2019 · 8:40 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 | Feb 14, 2019 | J | 679,322 | $0.00 | D | 0 | I | TCV VII, L.P. |
| Common StockF4 | Feb 14, 2019 | J | 352,788 | $0.00 | D | 0 | I | TCV VII (A), L.P. |
| Common StockF6 | Feb 14, 2019 | J | 5,933 | $0.00 | D | 0 | I | TCV Member Fund, L.P. |
| Common StockF8 | Feb 14, 2019 | J | 261,898 | $0.00 | A | 261,898 | I | Technology Crossover Management VII, L.P. |
| Common StockF8 | Feb 14, 2019 | J | 259,089 | $0.00 | D | 2,809 | I | Technology Crossover Management VII, L.P. |
| Common StockF11 | Feb 14, 2019 | J | 24,287 | $0.00 | A | 24,287 | I | Hoag Family Trust U/A Dtd 8/2/34 |
| Common StockF13 | Feb 14, 2019 | J | 24,288 | $0.00 | A | 24,288 | I | Hamilton Investments Limited Partnership |
| Common StockF15 | Feb 14, 2019 | J | 33,567 | $0.00 | A | 33,567 | I | Goose Rocks Beach Partners, L.P. |
| Common StockF17 | Feb 14, 2019 | J | 17,780 | $0.00 | A | 17,780 | I | Drew Family Trust dated 10/5/2004 |
| Common StockF19 | Feb 14, 2019 | J | 10,884 | $0.00 | A | 10,884 | I | Ten 271 Partners B |
| Common StockF21 | Feb 14, 2019 | J | 29,669 | $0.00 | A | 58,339 | I | Reynolds Family Trust |
| Common StockF23 | Feb 14, 2019 | J | 28,665 | $0.00 | A | 28,665 | I | Robert W. Trudeau |
| Common StockF25 | Feb 14, 2019 | J | 11,002 | $0.00 | A | 11,002 | I | Marshall Carroll 2000 Trust |
| Common StockF27 | Feb 14, 2019 | J | 139 | $0.00 | A | 139 | I | Marshall Partners |
| Common StockF28,F8 | Feb 15, 2019 | S | 2,809 | $45.423 | D | 0 | I | Technology Crossover Management VII, L.P. |
| Common StockF29,F17 | Feb 15, 2019 | S | 17,780 | $45.6115 | D | 0 | I | Drew Family Trust dated 10/5/2004 |
| Common StockF29,F19 | Feb 15, 2019 | S | 10,884 | $45.6115 | D | 0 | I | Ten 271 Partners B |
| Common StockF30,F23 | Feb 15, 2019 | S | 24,365 | $45.50 | D | 4,300 | I | Robert W. Trudeau |
| Common StockF32,F23 | Feb 15, 2019 | S | 4,300 | $46.387 | D | 0 | I | Robert W. Trudeau |
| Common StockF33 | Feb 15, 2019 | M | 27,558 | $45.667 | A | 32,857 | I | TCV VII Management, L.L.C. |
| Common StockF31,F33 | Feb 15, 2019 | S | 27,558 | $45.667 | D | 5,299 | I | TCV VII Management, L.L.C. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F35,F34 | $45.667 | Feb 15, 2019 | M | 15,174 | D | — | Jun 13, 2026 | Common Stock | 15,174 | 0 | I |
| Stock Option (right to buy)F35,F34 | $45.667 | Feb 15, 2019 | M | 12,384 | D | — | Jun 12, 2027 | Common Stock | 12,384 | 0 | I |
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, 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 sales price. The shares were sold at prices ranging from $45.40 to $45.44. 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 sold at each price.
- F29This number represents a weighted average sales price. The shares were sold at prices ranging from $45.23 to $45.69. 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 sold at each 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 sales price. The shares were sold at prices ranging from $45.50 to $45.515. 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 sold at each price.
- F31This number represents a weighted average sales price. The shares were sold at prices ranging from $45.43 to $45.94. 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 sold at each price.
- F32This number represents a weighted average sales price. The shares were sold at prices ranging from $46.00 to $46.72. 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 sold at each price.
- F33Represents 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.
- F34This option vested 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 the Reporting Person's continued service with the Issuer through the applicable vesting date.
- F35Timothy P. McAdam has sole voting and dispositive power over the options he holds directly. However, TCV VII Management has a right to 100% of the pecuniary interest in such options. Mr. McAdam is a member of TCV VII Management. Mr. McAdam disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his 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 and David L. Yuan on February 19, 2019 and relates to the same transactions.