Sec Form 4 Filing - BAIN CAPITAL VENTURE INVESTORS, LLC @ Rapid7, Inc. - 2015-07-22

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 BAIN CAPITAL VENTURE INVESTORS, LLC 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) _____ Other (specify below) (Last) (First) (Middle) JOHN HANCOCK TOWER, 200 CLARENDON STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/22/2015 (Street) BOSTON, MA02116 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 07/22/2015 C 6,240,004 A 6,767,837 I See Footnotes ( 5 ) ( 6 ) ( 7 ) Common Stock 07/22/2015 C 1,285,269 A 8,053,106 I See Footnotes ( 5 ) ( 6 ) ( 7 ) Common Stock 07/22/2015 A( 3 ) 928,125 ( 3 ) A ( 3 ) 8,981,231 ( 4 ) I See Footnotes ( 5 ) ( 6 ) ( 7 )

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 Series A Preferred Stock ( 1 ) 07/22/2015 C 6,240,004 ( 1 ) ( 1 ) Common Stock 6,240,004 ( 1 ) 0 I See Footnotes ( 5 ) ( 6 ) ( 7 ) Series D Preferred Stock ( 2 ) 07/22/2015 C 1,285,269 ( 2 ) ( 2 ) Common Stock 1,285,269 ( 2 ) 0 I See Footnotes ( 5 ) ( 6 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAIN CAPITAL VENTURE INVESTORS, LLC JOHN HANCOCK TOWER 200 CLARENDON STREET BOSTON, MA02116 X X Bain Capital Venture Fund 2007, L.P. JOHN HANCOCK TOWER 200 CLARENDON STREET BOSTON, MA02199 X X BCIP Venture Associates JOHN HANCOCK TOWER 200 CLARENDON STREET BOSTON, MA02116 X X BCIP VENTURE ASSOCIATES-B JOHN HANCOCK TOWER 200 CLARENDON STREET BOSTON, MA02116 X X BAIN CAPITAL INVESTORS LLC JOHN HANCOCK TOWER 200 CLARENDON STREET BOSTON, MA02116 X X Bain Capital Venture Partners 2007, L.P. JOHN HANCOCK TOWER 200 CLARENDON STREET BOSTON, MA02199 X X KRUPKA MICHAEL A C/O BAIN CAPITAL VENTURE PARTNERS, LLC JOHN HANCOCK TOWER, 200 CLARENDON STREET BOSTON, MA02116 X X Nye Benjamin C/O BAIN CAPITAL VENTURE PARTNERS, LLC JOHN HANCOCK TOWER, 200 CLARENDON STREET BOSTON, MA02116 X X Signatures /s/ Benjamin Nye 07/24/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 5,454,520 shares of Series A Preferred Stock held by Bain Capital Venture Fund 2007, L.P. ("BCVF"), 775,777 shares of Series A Preferred Stock held by BCIP Venture Associates ("BCIPVA") and 9,707 shares of Series A Preferred Stock held by BCIP Venture Associates-B ("BCIPVB" and together with BCVF and BCIPVA, the "Bain Entities") that were automatically converted into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering. The Series A Preferred Stock had no expiration date. ( 2 )Represents 1,123,487 shares of Series D Preferred Stock held by BCVF, 159,792 shares of Series D Preferred Stock held by BCIPVA and 1,990 shares of Series D Preferred Stock held by BCIPVB that were automatically converted into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering. The Series D Preferred Stock had no expiration date. ( 3 )Represents 811,298 shares of Common Stock issued to BCVF, 115,390 shares of Common Stock issued to BCIPVA and 1,437 shares of Common Stock issued to BCIPVB upon the closing of the Issuer's initial public offering in connection with the conversion of shares of the Issuer's Series D Preferred Stock into Common Stock. ( 4 )Following the transactions described in footnotes 1 through 3 above, BCVF held 7,850,695 shares of Common Stock, BCIPVA held 1,116,581 shares of Common Stock and BCIPVB held 13,955 shares of Common Stock. ( 5 )Bain Capital Venture Investors, LLC ("BCVI") is the sole general partner of Bain Capital Venture Partners 2007, L.P. ("BCVP"), which is the sole general partner of BCVF. As a result, BCVI and BCVP may be deemed to share voting and dispositive power with respect to the securities held by BCVF. BCVI and BCVP disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 6 )BCVI is the attorney-in-fact for Bain Capital Investors, LLC ("BCI"), which is the managing partner of each of BCIPVA and BCIPVB. As a result, BCVI and BCI may be deemed to share voting and dispositive power with respect to the securities held by BCIPVA and BCIPVB. BCVI and BCI disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 7 )Voting and investment decisions with respect to the securities held by the Bain Entities are made by the Executive Committee of BCVI, which is comprised of Michael Krupka and Benjamin Nye. By virtue of these relationships, Messrs. Krupka and Nye may be deemed to share voting and dispositive power over the securities held by the Bain Entities. Messrs. Krupka and Nye both disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

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