Sec Form 4 Filing - BAIN CAPITAL VENTURE INVESTORS, LLC @ Rapid7, Inc. - 2017-11-13

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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)
11/13/2017
(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 11/13/2017 S 898,517 D $ 18.3 6,682,713 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.
200 CLARENDON STREET
BOSTON, MA02116
X
Bain Capital Venture Fund 2007, L.P.
200 CLARENDON STREET
BOSTON, MA02116
X
BCIP Venture Associates
200 CLARENDON STREET
BOSTON, MA02116
X
BCIP VENTURE ASSOCIATES-B
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 11/15/2017
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 11/15/2017
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 11/15/2017
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 11/15/2017
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 11/15/2017
Signature of Reporting Person Date
By: /s/ Michael A. Krupka 11/15/2017
Signature of Reporting Person Date
By: /s/ Ajay Agarwal 11/15/2017
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 November 13, 2017, Fund 2007 sold 785,414 shares of Common Stock. Following such sale Fund 2007 held 5,841,509 shares of Common Stock.
( 2 )On November 13, 2017, BCIP Venture Associates ("BCIP VA"), whose managing partner is Boylston Coinvestors, LLC ("Boylston"), sold 111,707 shares of Common Stock. Following such sale BCIP VA held 830,820 shares of Common Stock.
( 3 )On November 13, 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 1,396 shares of Common Stock. Following such sale BCIP VA-B held 10,384 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 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 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

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