Sec Form 4 Filing - McAdam Timothy P @ 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 McAdam Timothy P 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 TECHNOLOGY CROSSOVER VENTURES, 528 RAMONA STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/13/2016 (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 ( 1 ) 06/13/2016 A 6,891 ( 2 ) A $ 0 6,891 D ( 3 ) Common Stock 6,176,495 I TCV VII, L.P. ( 4 ) Common Stock 3,207,601 I TCV VII (A), L.P. ( 5 ) Common Stock 53,947 I TCV Member Fund, L.P. ( 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 Stock Option (Right to Buy) $ 14.51 06/13/2016 A 15,174 ( 7 ) 06/13/2026 Common Stock 15,174 $ 0 15,174 D ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McAdam Timothy P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X X HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X X Director by Deputization KIMBALL RICK C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X X Director by Deputization DREW JOHN C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X X Director by Deputization REYNOLDS JON Q JR C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X X Director by Deputization Yuan David C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X X Director by Deputization Trudeau Robert C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X X Director by Deputization Marshall Christopher P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X X Director by Deputization Rosenberg John C. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO, CA94301 X X Director by Deputization Signatures Frederic D. Fenton, Authorized Signatory for Timothy P. McAdam 06/15/2016 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for Jay C. Hoag 06/15/2016 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for Richard H. Kimball 06/15/2016 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for John L. Drew 06/15/2016 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for Jon Q. Reynolds, Jr. 06/15/2016 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for David L. Yuan 06/15/2016 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for Robert W. Trudeau 06/15/2016 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall 06/15/2016 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for John C. Rosenberg 06/15/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This security represents restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock of the Issuer. ( 2 )This RSU 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 grant, in each case subject to the Reporting Person's continued service with the Issuer through the applicable vesting date. ( 3 )These RSU are directly held by Timothy P. McAdam. 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 (the "TCM Members") 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. ( 4 )These securities are 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. ( 5 )These securities are 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, Manage ment 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. ( 6 )These securities are 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. ( 7 )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. ( 8 )Timothy P. McAdam has sole voting and dispositive power over the options he holds directly. However, TCV VII Management has a right to 100% of the pecuniary interest in such options. Mr. McAdam is a member of TCV VII Management. Mr. McAdam disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.

Remarks: All Reporting Persons may be part of a 13(d) group.

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).

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