SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2015

3. Issuer Name and Ticker or Trading Symbol
Rapid7, Inc. [ RPD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK	527,833	I	See Footnote⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	6,240,004	⁽⁴⁾	I	See Footnote⁽¹⁾⁽²⁾⁽³⁾
Series D Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	1,285,269	⁽⁵⁾	I	See Footnote⁽¹⁾⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

BAIN CAPITAL VENTURE INVESTORS, LLC

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bain Capital Venture Fund 2007, L.P.

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BCIP Venture Associates

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BCIP VENTURE ASSOCIATES-B

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BAIN CAPITAL INVESTORS LLC

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bain Capital Venture Partners 2007, L.P.

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KRUPKA MICHAEL A

(Last)

(First)

(Middle)

C/O BAIN CAPITAL VENTURE PARTNERS, LLC

JOHN HANCOCK TOWER 200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Nye Benjamin

(Last)

(First)

(Middle)

C/O BAIN CAPITAL VENTURE PARTNERS, LLC

JOHN HANCOCK TOWER, 200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Bain Capital Venture Investors, LLC ("BCVI") is the sole general partner of Bain Capital Venture Partners 2007, L.P. ("BCVP"), which is the sole general partner of Bain Capital Venture Fund 2007, L.P. ("BCVF"). As a result, BCVI and BCVP may be deemed to share voting and dispositive power with respect to the securities held by BCVF. BCVI and BCVP disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

2. BCVI is the attorney-in-fact for Bain Capital Investors, LLC ("BCI"), which is the managing partner of each of BCIP Venture Associates ("BCIPVA") and BCIP Venture Associates-B ("BCIPVB" and together with BCVF and BCIPVA, the "Bain Entities"). As a result, BCVI and BCI may be deemed to share voting and dispositive power with respect to the securities held by BCIPVA and BCIPVB. BCVI and BCI disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

3. Voting and investment decisions with respect to the securities held by the Bain Entities are made by the Executive Committee of BCVI, which is comprised of Michael Krupka and Benjamin Nye. By virtue of these relationships, Messrs. Krupka and Nye may be deemed to share voting and dispositive power over the securities held by the Bain Entities. Messrs. Krupka and Nye both disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Mr. Nye is also a director of the Issuer.

4. The Series A Preferred Stock will automatically convert into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering. The Series A Preferred Stock has no expiration date.

5. The Series D Preferred Stock will automatically convert into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering. The Series D Preferred Stock has no expiration date.

Remarks:

	/s/ Benjamin Nye	07/16/2015
	** Signature of Reporting Person	Date
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 5 (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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