Sec Form 4 Filing - Nye Benjamin @ Rapid7, Inc. - 2016-06-13

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 Nye Benjamin 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) C/O BAIN CAPITAL VENTURE INVESTORS, LLC, 200 CLARENDON ST. 3. Date of Earliest Transaction (MM/DD/YY) 06/13/2016 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 ( 1 ) 06/13/2016 A 6,891 ( 2 ) A $ 0 6,891 D Common Stock 8,981,231 I See Footnotes ( 4 ) ( 5 )

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 Stock Option (Right to Buy) $ 14.51 06/13/2016 A 15,174 ( 3 ) 06/13/2026 Common Stock 15,174 $ 0 15,174 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nye Benjamin C/O BAIN CAPITAL VENTURE INVESTORS, LLC 200 CLARENDON ST. BOSTON, MA02116 X X Signatures Benjamin Nye 06/15/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This security represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. ( 2 )This restricted stock unit grant vests 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 the grant, in each case subject to the Reporting Person's continued service with the Issuer through the applicable vesting date. ( 3 )This option vests 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 the Reporting Person's continued service with the Issuer through the applicable vesting date. ( 4 )Represents shares of Common Stock held directly by Bain Capital Venture Fund 2007, L.P., BCIP Venture Associates and BCIP Venture Associates-B (collectively, the "Bain Capital Entities"). ( 5 )The governance, investment strategy and decision making process with respect to investments held by the Bain Capital Entities is directed by the Executive Committee of Bain Capital Ventures Investors, LLC ("BCVI"). Mr. Nye is a Managing Director of BCVI. By virtue of the relationships described in these footnotes, Mr. Nye may be deemed to share voting and dispositive power with respect to the securities held by the Bain Capital Entities. Mr. Nye disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

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