Sec Form 4 Filing - McAdam Timothy P @ Rapid7, Inc. - 2017-11-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person McAdam Timothy P 2. Issuer Name and Ticker or Trading Symbol Rapid7, Inc. [ RPD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) May be part of a 13(d) group (Last) (First) (Middle) C/O TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/13/2017 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/13/2017 J( 1 ) 15,328 A $ 0 15,328 I Timothy P. McAdam ( 2 ) Common Stock 11/13/2017 J( 3 ) 15,328 A $ 0 15,328 I Yuan Family Trust dated 9/22/2006 ( 4 ) Common Stock 11/13/2017 J( 5 ) 12,427 A $ 0 12,427 I Rosenberg Family Trust ( 6 ) Common Stock 11/14/2017 S 10,328 D $ 18.2293 ( 7 ) 5,000 I Yuan Family Trust dated 9/22/2006 ( 4 ) Common Stock 11/14/2017 S 5,000 D $ 18.7947 ( 8 ) 0 I Yuan Family Trust dated 9/22/2006 ( 4 ) Common Stock 11/14/2017 S 12,427 D $ 18.5462 ( 9 ) 0 I Rosenberg Family Trust ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McAdam Timothy P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X X May be part of a 13(d) group Yuan David C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X May be part of a 13(d) group Rosenberg John C. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X May be part of a 13(d) group Signatures Frederic D. Fenton, Authorized Signatory for Timothy P. McAdam 11/15/2017 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for David L. Yuan 11/15/2017 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for John C. Rosenberg 11/15/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Acquisition by Timothy P. McAdam pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration. ( 2 )Shares held directly by Timothy P. McAdam. ( 3 )Acquisition by the Yuan Family Trust dated 9/22/2006 pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration. ( 4 )David L. Yuan is a Trustee of the Yuan Family Trust dated 9/22/2006. Mr. Yuan disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 5 )Acquisition by the Rosenberg Family Trust pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration. ( 6 )John C. Rosenberg is a Trustee of the Rosenberg Family Trust. Mr. Rosenberg disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 7 )This number represents a weighted average purchase price per share. The shares were purchased at prices ranging from $17.66 to $18.63 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. ( 8 )This number represents a weighted average purchase price per share. The shares were purchased at prices ranging from $18.66 to $18.85 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. ( 9 )This number represents a weighted average purchase price per share. The shares were purchased at prices ranging from $18.03 to $18.85 per share. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

Remarks: This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by TCV VII, L.P., TCV VII (A), L.P., TCV Member Fund, L.P., Technology Crossover Management VII, L.P., Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., Robert W. Trudeau, and Christopher P. Marshall on November 15, 2017 and relates to the same transactions.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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