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Sec Form 4 Filing - BAIN CAPITAL VENTURE INVESTORS LLC @ Rapid7 Inc. - 2017-06-06

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
200 CLARENDON STREET,
3. Date of Earliest Transaction (MM/DD/YY)
06/06/2017
(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 06/06/2017 S 1,400,000 D $ 18 7,581,230 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )
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
BAIN CAPITAL VENTURE INVESTORS, LLC
200 CLARENDON STREET
BOSTON, MA02116
X
Bain Capital Venture Partners 2007, L.P.
111 HUNTINGTON AVENUE
BOSTON, MA02199
X
Bain Capital Venture Fund 2007, L.P.
111 HUNTINGTON AVENUE
BOSTON, MA02199
X
BCIP Venture Associates
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA02116
X
BCIP VENTURE ASSOCIATES-B
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA02116
X
KRUPKA MICHAEL A
C/O BAIN CAPITAL VENTURE INVESTORS, LLC
200 CLARENDON STREET
BOSTON, MA02116
X
Agarwal Ajay
C/O BAIN CAPITAL VENTURE INVESTORS, LLC
200 CLARENDON STREET
BOSTON, MA02116
X
Signatures
BAIN CAPITAL VENTURE INVESTORS, LLC, By: /s/ Michael A. Krupka, Name: Michael A. Krupka, Title: Managing Director 06/07/2017
** Signature of Reporting Person Date
BAIN CAPITAL VENTURE PARTNERS 2007, L.P., BY: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Michael A. Krupka, Name: Michael A. Krupka, Title: Managing Director 06/07/2017
** Signature of Reporting Person Date
BAIN CAPITAL VENTURE FUND 2007, L.P., BY: Bain Capital Venture Partners 2007, L.P., its general partner, BY: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Michael A. Krupka, Name: Michael A. Krupka, Title: Managing Director 06/07/2017
** Signature of Reporting Person Date
BCIP VENTURE ASSOCIATES, BY: Boylston Coinvestors, LLC, its managing partner, By: /s/ Michael A. Krupka, Name: Michael A. Krupka, Title: Authorized Signatory 06/07/2017
** Signature of Reporting Person Date
BCIP VENTURE ASSOCIATES-B, BY: Boylston Coinvestors, LLC, its managing partner, By: /s/ Michael A. Krupka, Name: Michael A. Krupka, Title: Authorized Signatory 06/07/2017
** Signature of Reporting Person Date
By: /s/ Michael A. Krupka 06/07/2017
** Signature of Reporting Person Date
By: /s/ Ajay Agarwal 06/07/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Bain Capital Venture Investors, LLC ("BCVI") is the general partner of Bain Capital Venture Partners 2007, L.P. ("Partners 2007"), which is the general partner of Bain Capital Venture Fund 2007, L.P. ("Fund 2007"). As a result, Partners 2007 may be deemed to share voting and dispositive power with respect to shares of Common Stock held by Fund 2007. Partners 2007 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On June 6, 2017, Fund 2007 sold 1,223,772 shares of Common Stock. Following such sale Fund 2007 held 6,626,923 shares of Common Stock.
( 2 )On June 6, 2017, BCIP Venture Associates ("BCIP VA"), whose managing partner is Boylston Coinvestors, LLC ("Boylston"), sold 174,053 shares of Common Stock. Following such sale BCIP VA held 942,527 shares of Common Stock.
( 3 )On June 6, 2017, BCIP Venture Associates-B ("BCIP VA-B" and together with Fund 2007 and BCIP VA, the "Bain Capital Entities"), whose managing partner is Boylston, sold 2,175 shares of Common Stock. Following such sale BCIP VA-B held 11,780 shares of Common Stock.
( 4 )The governance, investment strategy and decision-making process with respect to the investments held by the Bain Capital Entities is directed by the Executive Committee of BCVI, which consists of Michael A. Krupka and Ajay Agarwal. As a result, BCVI and Messrs. Krupka and Agarwal may be deemed to share voting and dispositive power with respect to all of the shares of Common Stock held by the Bain Capital Entities. BCVI and Messrs. Krupka and Agarwal each disclaim beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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