SEC Form 4 · accession 0001498115-15-000006
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
TCV Member Fund, L.P.
10% Owner · Other
Technology Crossover Management VII, Ltd.
10% Owner · Other
Technology Crossover Management VII, L.P.
10% Owner · Other
Timothy P McAdam
Director · 10% Owner · Other
Period of report
Jul 22, 2015
Accepted (ET)
Jul 24, 2015 · 5:26 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,F2,F3 | Jul 22, 2015 | C | 10,468 | — | A | 10,468 | I | TCV VII, L.P. |
| Common StockF4,F2,F3 | Jul 22, 2015 | C | 4,498,677 | — | A | 4,509,145 | I | TCV VII, L.P. |
| Common StockF5,F2,F3 | Jul 22, 2015 | C | 1,462,957 | — | A | 5,972,102 | I | TCV VII, L.P. |
| Common StockF2,F3 | Jul 22, 2015 | P | 204,393 | $16.00 | A | 6,176,495 | I | TCV VII, L.P. |
| Common StockF1,F2,F6 | Jul 22, 2015 | C | 5,436 | — | A | 5,436 | I | TCV VII (A), L.P. |
| Common StockF4,F2,F6 | Jul 22, 2015 | C | 2,336,270 | — | A | 2,341,706 | I | TCV VII (A), L.P. |
| Common StockF7,F2,F6 | Jul 22, 2015 | C | 759,748 | — | A | 3,101,454 | I | TCV VII (A), L.P. |
| Common StockF2,F6 | Jul 22, 2015 | P | 106,147 | $16.00 | A | 3,207,601 | I | TCV VII (A), L.P. |
| Common StockF1,F2,F8 | Jul 22, 2015 | C | 91 | — | A | 91 | I | TCV Member Fund, L.P. |
| Common StockF4,F2,F8 | Jul 22, 2015 | C | 38,850 | — | A | 38,941 | I | TCV Member Fund, L.P. |
| Common StockF9,F2,F8 | Jul 22, 2015 | C | 13,046 | — | A | 51,987 | I | TCV Member Fund, L.P. |
| Common StockF2,F8 | Jul 22, 2015 | P | 1,960 | $16.00 | A | 53,947 | I | TCV Member Fund, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF1,F2,F3 | — | Jul 22, 2015 | C | 10,468 | D | — | — | Common Stock | 10,468 | 0 | I |
| Series B Preferred StockF1,F2,F6 | — | Jul 22, 2015 | C | 5,436 | D | — | — | Common Stock | 5,436 | 0 | I |
| Series B Preferred StockF1,F2,F8 | — | Jul 22, 2015 | C | 91 | D | — | — | Common Stock | 91 | 0 | I |
| Series C Preferred StockF4,F2,F3 | — | Jul 22, 2015 | C | 4,498,677 | D | — | — | Common Stock | 4,498,677 | 0 | I |
| Series C Preferred StockF4,F2,F6 | — | Jul 22, 2015 | C | 2,336,270 | D | — | — | Common Stock | 2,336,270 | 0 | I |
| Series C Preferred StockF4,F2,F8 | — | Jul 22, 2015 | C | 38,850 | D | — | — | Common Stock | 38,850 | 0 | I |
| Series D Preferred StockF10,F2,F3 | — | Jul 22, 2015 | C | 849,507 | D | — | — | Common Stock | 849,507 | 0 | I |
| Series D Preferred StockF10,F2,F6 | — | Jul 22, 2015 | C | 441,169 | D | — | — | Common Stock | 441,169 | 0 | I |
| Series D Preferred StockF10,F2,F8 | — | Jul 22, 2015 | C | 7,576 | D | — | — | Common Stock | 7,576 | 0 | I |
Explanation of responses
- F1The Series B Preferred Stock automatically converted into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering. The Series B Preferred Stock had no expiration date.
- F10The Series D Preferred Stock 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.
- F2This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by Jay C. Hoag, Christopher P. Marshall, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., Robert W. Trudeau, John C. Rosenberg, David L. Yuan, TCV VII, L.P. and TCV VII (A), L.P. on July 24, 2015 and relates to the same transactions.
- F3These securities are directly held by TCV VII, L.P. 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, L.P. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, L.P., 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.
- F4The Series C Preferred Stock automatically converted into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering. The Series C Preferred Stock had no expiration date.
- F5Reflects 849,507 shares that were received in connection with the automatic conversion of the Series D Preferred Stock into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering and 613,450 additional shares that were received by TCV VII, L.P. 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 pursuant to the provisions of the Issuer's certificate of incorporation then in effect.
- F6These securities are directly held by TCV VII (A), L.P. 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), L.P. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII (A), L.P., 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.
- F7Reflects 441,169 shares that were received in connection with the automatic conversion of the Series D Preferred Stock into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering and 318,579 additional shares that were received by TCV VII (A), L.P. 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 pursuant to the provisions of the Issuer's certificate of incorporation then in effect.
- F8These securities are directly held by TCV Member Fund, L.P. ("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.
- F9Reflects 7,576 shares that were received in connection with the automatic conversion of the Series D Preferred Stock into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering and 5,470 additional shares that were received by TCV MF 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 pursuant to the provisions of the Issuer's certificate of incorporation then in effect.