SEC Form 4 · accession 0001498115-18-000004
Rapid7, Inc. · RPD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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
Christopher P Marshall
Director · Other
Timothy P McAdam
Director
Period of report
May 16, 2018
Accepted (ET)
May 16, 2018 · 6:17 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 | May 16, 2018 | S | 981,638 | $30.00 | D | 1,333,747 | I | TCV VII, L.P. |
| Common StockF1,F3 | May 16, 2018 | S | 509,788 | $30.00 | D | 692,647 | I | TCV VII (A), L.P. |
| Common StockF1,F4 | May 16, 2018 | S | 8,574 | $30.00 | D | 11,649 | I | TCV Member Fund, L.P. |
| Common StockF5 | holding | — | — | — | 5,328 | I | Timothy P. McAdam | |
| Common StockF6 | holding | — | — | — | 9,622 | I | TCV VII Management, L.L.C. | |
| Common StockF7 | holding | — | — | — | 48,714 | I | Goose Rocks Beach Partners, L.P. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares were sold in a registered public offering pursuant to a Registration Statement on Form S-3, which was declared effective by the SEC on June 2, 2017. The reported sale price represents the offering price per share to the public, net of underwriters' discount of $0.25.
- F2These securities are directly held by TCV VII, L.P. ("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.
- F3These securities are directly held by TCV VII (A), L.P. ("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.
- F4These 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.
- F5Shares held directly by Timothy P. McAdam.
- F6Represents 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.
- F7Richard 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
This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by David L. Yuan, John C. Rosenberg, TCV VII, L.P., TCV VII (A), L.P., TCV Member Fund, L.P., and Technology Crossover Management VII, L.P. on May, 16, 2018 and relates to the same transactions.