SEC Form 4 · accession 0001560327-19-000027
Rapid7, Inc. · RPD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Corey E. Thomas
Officer — President and CEO · Director
Period of report
Feb 13, 2019
Accepted (ET)
Feb 15, 2019 · 4:08 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 STOCK | Feb 13, 2019 | M | 15,000 | $2.17 | A | 503,503 | D | |
| COMMON STOCKF2 | Feb 13, 2019 | S | 11,700 | $45.6733 | D | 491,803 | D | |
| COMMON STOCKF3 | Feb 13, 2019 | S | 3,300 | $46.1874 | D | 488,503 | D | |
| COMMON STOCKF5,F6 | Feb 13, 2019 | S | 8,434 | $45.7637 | D | 141,566 | I | By Trust |
| COMMON STOCKF7,F6 | Feb 13, 2019 | S | 1,566 | $46.3656 | D | 140,000 | I | By Trust |
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 | $2.17 | Feb 13, 2019 | M | 15,000 | D | — | Mar 21, 2022 | COMMON STOCK | 15,000 | 270,366 | D |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 14, 2018.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.07 to $46.06, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.07 to $46.38, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F4The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Corey E. Thomas Irrevocable Trust of 2016 on November 14, 2018.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.26 to $46.25, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F6Represents shares held by the Corey E. Thomas Irrevocable Trust of 2016, which is administrated by an independent trustee, and is for the benefit of the reporting person's immediate and other family members. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.27 to $46.54, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F8Immediately exercisable.