Sec Form 4/A Filing - TCV VII LP @ Rapid7, Inc. - 2019-02-14

FORM 4/A 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 TCV VII LP 2. Issuer Name and Ticker or Trading Symbol Rapid7, Inc. [ RPD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 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, 250 MIDDLEFIELD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2019 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 02/19/2019 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 02/15/2019 M 15,174 ( 1 ) A $ 14.51 20,473 I TCV VII Management, L.L.C. ( 2 ) Common Stock 02/15/2019 M 12,384 ( 1 ) A $ 17.05 32,857 I TCV VII Management, L.L.C. ( 2 )

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 02/15/2019 M 15,174 ( 3 ) 06/13/2026 Common Stock 15,174 $ 0 0 I TCV VII Management, L.L.C. ( 2 ) Stock Option (right to buy) $ 17.05 02/15/2019 M 12,384 ( 4 ) 06/12/2027 Common Stock 12,384 $ 0 0 I TCV VII Management, L.L.C. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TCV VII LP C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 May be part of a 13(d) group TCV VII(A) L P C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 May be part of a 13(d) group TCV Member Fund, L.P. C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 May be part of a 13(d) group Technology Crossover Management VII, L.P. C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 May be part of a 13(d) group HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Director by Deputization KIMBALL RICK C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Director by Deputization DREW JOHN C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Director by Deputization REYNOLDS JON Q JR C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Director by Deputization Trudeau Robert C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Director by Deputization Marshall Christopher P C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Director by Deputization Signatures Frederic D. Fenton, Authorized Signatory for TCV VII, L.P. 02/20/2019 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for TCV VII (A), L.P. 02/20/2019 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for TCV Member Fund, L.P. 02/20/2019 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VII, L.P. 02/20/2019 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for Jay C. Hoag 02/20/2019 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for Richard H. Kimball 02/20/2019 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for John L. Drew 02/20/2019 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for Jon Q. Reynolds, Jr. 02/20/2019 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for Robert W. Trudeau 02/20/2019 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall 02/20/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares received upon exercise of stock options. The Reporting Persons' original Form 4 filed on February 19, 2019 incorrectly stated the exercise price of the options in Table I and Table II. Such error has been corrected herein. No other amendments or changes have been made to the original Form 4. ( 2 )Timothy P. McAdam has sole voting and dispositive power over the options he holds directly and shares received upon exercise of such options. However, TCV VII Management, L.L.C. ("TCV VII Management") has a right to 100% of the pecuniary interest in such options and shares. Mr. McAdam is a member of TCV VII Management. Mr. McAdam disclaims beneficial ownership of such options and the shares received upon the exercise of such options except to the extent of his pecuniary interest therein. ( 3 )This option vested in full on June 13, 2017. ( 4 )This option vested in full on June 12, 2018.

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).

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