Sec Form 4 Filing - HOAG JAY C @ Rapid7, Inc. - 2017-06-06

Insider filing report for Changes in Beneficial Ownership
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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
HOAG JAY C
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) 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)
06/06/2017
(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 06/06/2017 S 916,196 D $ 18 5,260,299 I By TCV VII, L.P. ( 1 )
Common Stock 06/06/2017 S 475,802 D $ 18 2,731,799 I By TCV VII (A), L.P. ( 2 )
Common Stock 06/06/2017 S 8,002 D $ 18 45,945 I By TCV Member Fund, L.P. ( 3 )
Common Stock ( 4 ) ( 5 ) 6,891 I By TCV Management VII, L.L.C. ( 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
HOAG JAY C
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
X May be part of a 13(d) group
KIMBALL RICK
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
X May be part of a 13(d) group
DREW JOHN
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
X May be part of a 13(d) group
REYNOLDS JON Q JR
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
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
Trudeau Robert
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
X May be part of a 13(d) group
Marshall Christopher P
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
May be part of a 13(d) group
TCV VII LP
C/O TECHNOLOGY CROSSOVER VENTURES
528 RAMONA STREET
PALO ALTO, CA94301
X May be part of a 13(d) group
TCV VII(A) L P
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 Jay C. Hoag 06/07/2017
Signature of Reporting Person Date
Frederic D. Fenton, Authorized Signatory for Richard H. Kimball 06/07/2017
Signature of Reporting Person Date
Frederic D. Fenton, Authorized Signatory for John L. Drew 06/07/2017
Signature of Reporting Person Date
Frederic D. Fenton, Authorized Signatory for Jon Q. Reynolds, Jr. 06/07/2017
Signature of Reporting Person Date
Frederic D. Fenton, Authorized Signatory for David L. Yuan 06/07/2017
Signature of Reporting Person Date
Frederic D. Fenton, Authorized Signatory for Robert W. Trudeau 06/07/2017
Signature of Reporting Person Date
Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall 06/07/2017
Signature of Reporting Person Date
Frederic D. Fenton, Authorized Signatory for John C. Rosenberg 06/07/2017
Signature of Reporting Person Date
Frederic D. Fenton, Authorized Signatory for TCV VII, L.P. 06/07/2017
Signature of Reporting Person Date
Frederic D. Fenton, Authorized Signatory for TCV VII (A), L.P. 06/07/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are directly held by TCV VII, L.P. Timothy P. McAdam, Jay C. Hoag, Christopher P. Marshall, Jon Q. Reynolds, Jr., Richard H. Kimball, John L. Drew, Robert W. Trudeau, John C. Rosenberg and David L. Yuan (collectively, the "TCM VII Directors") are Class A Directors of Technology Crossover Management VII, Ltd. ("Management VII") and limited partners of Technology Crossover Management VII, L.P. ("TCM VII"). Management VII is the general partner of TCM VII, which is the general partner of TCV VII, L.P. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, L.P., but each of the TCM VII Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 2 )These securities are directly held by TCV VII (A), L.P. The TCM VII Directors are Class A Directors of Management VII and limited partners of TCM VII. Management VII is the general partner of TCM VII, which is the general partner of TCV VII (A), L.P. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII (A), L.P., but each of the TCM VII Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 3 )These securities are directly held by TCV Member Fund, L.P. ("TCV MF"). The TCM VII Directors are Class A Directors of Management VII, which is a general partner of TCV MF, and limited partners of TCV MF. The TCM VII Directors and Management VII may be deemed to beneficially own the securities held by TCV MF, but the TCM VII Directors and Management VII each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 4 )Represents restricted stock units ("RSUs") held of record by Timothy P. McAdam. Each RSU represents a contingent right to receive one share of common stock of the issuer.
( 5 )The RSU grants vest 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 Tim othy P. McAdam's continued service with the issuer through the applicable vesting date.
( 6 )Mr. McAdam has the sole voting and dispositive power over the shares; however, TCV VII Management, L.L.C. ("TCV VII Management") owns 100% of the pecuniary interest therein. Timothy P. McAdam, Jay C. Hoag, Christopher P. Marshall, Jon Q. Reynolds, Jr., Richard H. Kimball, John L. Drew, Robert W. Trudeau, John C. Rosenberg and David L. Yuan are members of TCV VII Management, but each disclaims beneficial ownership of such RSUs and the underlying shares of the issuer's common stock except to the extent of their pecuniary interest therein.

Remarks:
This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by Timothy P. McAdam, TCV Member Fund, L.P., Technology Crossover Management VII, L.P., and Technology Crossover Management VII, Ltd. on June 7, 2017 and relates to the same transactions.

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