SEC Form 4 · accession 0001498115-17-000004
Rapid7, Inc. · RPD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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
Jun 6, 2017
Accepted (ET)
Jun 7, 2017 · 8:34 am 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 | Jun 6, 2017 | S | 916,196 | $18.00 | D | 5,260,299 | I | By TCV VII, L.P. |
| Common StockF2 | Jun 6, 2017 | S | 475,802 | $18.00 | D | 2,731,799 | I | By TCV VII (A), L.P. |
| Common StockF3 | Jun 6, 2017 | S | 8,002 | $18.00 | D | 45,945 | I | By TCV Member Fund, L.P. |
| Common StockF4,F5,F6 | holding | — | — | — | 6,891 | I | By TCV Management VII, L.L.C. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These 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.
- F2These 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.
- F3These 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.
- F4Represents restricted stock units ("RSUs") held of record by Timothy P. McAdam. Each RSU represents a contingent right to receive one share of common stock of the issuer.
- F5The 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 Timothy P. McAdam's continued service with the issuer through the applicable vesting date.
- F6Mr. 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 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.
Remarks
This 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 June 7, 2017 and relates to the same transactions.