SEC Form 4/A · accession 0001498115-17-000013
Rapid7, Inc. · RPD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
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
Christopher P Marshall
Director · 10% Owner · Other
Timothy P McAdam
Director · 10% Owner · Other
TCV VII Management, L.L.C.
10% Owner · Other
Period of report
Dec 21, 2017
Accepted (ET)
Dec 21, 2017 · 6:49 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 StockF1 | Dec 5, 2017 | G | 35,254 | $0.00 | D | 0 | I | Hoag Family Trust U/A Dtd 8/2/94 |
| Common StockF2 | Dec 7, 2017 | G | 10,000 | $0.00 | D | 5,328 | I | Timothy P. McAdam |
| Common StockF3 | Dec 8, 2017 | G | 43,048 | $0.00 | D | 0 | I | Reynolds Family Trust |
| Common StockF4 | holding | — | — | — | 9,622 | I | TCV VII Management, L.L.C. | |
| Common StockF5 | holding | — | — | — | 4,278,661 | I | TCV VII, L.P. | |
| Common StockF6 | holding | — | — | — | 2,222,011 | I | TCV VII (A), L.P. | |
| Common StockF7 | holding | — | — | — | 37,371 | I | TCV Member Fund, L.P. | |
| Common StockF8 | holding | — | — | — | 48,714 | I | Goose Rocks Beach Partners, L.P. |
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.
- F2Shares held directly by Timothy P. McAdam.
- F3Jon 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.
- F4Represents 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. Jay C. Hoag, Christopher P. Marshall, Jon Q. Reynolds, Jr., Richard H. Kimball, John L. Drew and Robert W. 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 interests therein.
- F5These 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, 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. 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.
- F6These 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.
- F7These 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.
- F8Richard 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.
Remarks
On December 21, 2017, the Reporting Persons mistakenly filed a Form 4 reporting the acquisition of certain restricted stock units and holdings of Common Stock by the Reporting Persons. That filing was with respect to a different issuer and that acquisition did not occur with respect to this issuer; therefore such Form 4 should be disregarded. As of December 21, 2017, the Reporting Persons owned only the shares of Common Stock of the issuer as described in this amended Form 4.