SEC Form 4 · accession 0001498115-16-000009
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
David Yuan
Director · 10% Owner · Other
John C. Rosenberg
Director · 10% Owner · Other
Christopher P Marshall
Director · 10% Owner · Other
Timothy P McAdam
Director · 10% Owner
Period of report
Jun 13, 2016
Accepted (ET)
Jun 15, 2016 · 4:53 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 | Jun 13, 2016 | A | 6,891 | $0.00 | A | 6,891 | D | |
| Common StockF4 | holding | — | — | — | 6,176,495 | I | TCV VII, L.P. | |
| Common StockF5 | holding | — | — | — | 3,207,601 | I | TCV VII (A), L.P. | |
| Common StockF6 | holding | — | — | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F8,F7 | $14.51 | Jun 13, 2016 | A | 15,174 | A | — | Jun 13, 2026 | Common Stock | 15,174 | 15,174 | D |
Explanation of responses
- F1This security represents restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock of the Issuer.
- F2This RSU 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 the Reporting Person's continued service with the Issuer through the applicable vesting date.
- F3These RSU are directly held by Timothy P. McAdam. Mr. McAdam has the sole voting and dispositive power over the shares; however, TCV VII Management, L.L.C. ("TCV VII Management") owns 100% of the pecuniary interest therein. 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 (the "TCM Members") are members of TCV VII Management, but each disclaims beneficial ownership of such RSUs and the underlying shares of the issuer's common stock except to the extent of their pecuniary interest therein.
- F4These securities are 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.
- F5These securities are 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.
- F6These securities are 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.
- F7This option 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 the Reporting Person's continued service with the Issuer through the applicable vesting date.
- F8Timothy 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.
Remarks
All Reporting Persons may be part of a 13(d) group.