0001420295-18-000003.txt : 20180912 0001420295-18-000003.hdr.sgml : 20180912 20180912200025 ACCESSION NUMBER: 0001420295-18-000003 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180910 FILED AS OF DATE: 20180912 DATE AS OF CHANGE: 20180912 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCV VII LP CENTRAL INDEX KEY: 0001420295 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37496 FILM NUMBER: 181067734 BUSINESS ADDRESS: STREET 1: 528 Ramona Street CITY: Palo Alto STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 614-8200 MAIL ADDRESS: STREET 1: 528 Ramona Street CITY: Palo Alto STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCV VII(A) L P CENTRAL INDEX KEY: 0001419272 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37496 FILM NUMBER: 181067735 BUSINESS ADDRESS: STREET 1: 528 Ramona Str CITY: Palo Alto STATE: CA ZIP: 94301 BUSINESS PHONE: 650-614-8200 MAIL ADDRESS: STREET 1: 528 Ramona Str CITY: Palo Alto STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCV Member Fund, L.P. CENTRAL INDEX KEY: 0001361345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37496 FILM NUMBER: 181067736 BUSINESS ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-614-8233 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Technology Crossover Management VII, L.P. CENTRAL INDEX KEY: 0001467001 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37496 FILM NUMBER: 181067737 BUSINESS ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-614-8239 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOAG JAY C CENTRAL INDEX KEY: 0001082906 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37496 FILM NUMBER: 181067738 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIMBALL RICK CENTRAL INDEX KEY: 0001197937 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37496 FILM NUMBER: 181067739 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DREW JOHN CENTRAL INDEX KEY: 0001188456 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37496 FILM NUMBER: 181067740 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REYNOLDS JON Q JR CENTRAL INDEX KEY: 0001188444 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37496 FILM NUMBER: 181067741 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Trudeau Robert CENTRAL INDEX KEY: 0001343722 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37496 FILM NUMBER: 181067742 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marshall Christopher P CENTRAL INDEX KEY: 0001440008 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37496 FILM NUMBER: 181067744 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rapid7, Inc. CENTRAL INDEX KEY: 0001560327 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 352423994 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 SUMMER STREET STREET 2: 13TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110-2131 BUSINESS PHONE: 617-247-1717 MAIL ADDRESS: STREET 1: 100 SUMMER STREET STREET 2: 13TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110-2131 FORMER COMPANY: FORMER CONFORMED NAME: Rapid7 Inc DATE OF NAME CHANGE: 20121015 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2018-09-10 0001560327 Rapid7, Inc. RPD 0001420295 TCV VII LP C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 0 0 0 1 May be part of a 13(d) group 0001419272 TCV VII(A) L P C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 0 0 0 1 May be part of a 13(d) group 0001361345 TCV Member Fund, L.P. C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 0 0 0 1 May be part of a 13(d) group 0001467001 Technology Crossover Management VII, L.P. C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 0 0 0 1 May be part of a 13(d) group 0001082906 HOAG JAY C C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 1 0 0 1 Director by Deputization 0001197937 KIMBALL RICK C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 1 0 0 1 Director by Deputization 0001188456 DREW JOHN C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 1 0 0 1 Director by Deputization 0001188444 REYNOLDS JON Q JR C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 1 0 0 1 Director by Deputization 0001343722 Trudeau Robert C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 1 0 0 1 Director by Deputization 0001440008 Marshall Christopher P C/O TECHNOLOGY CROSSOVER VENTURES 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 1 0 0 1 Director by Deputization Common Stock 2018-09-10 4 J 0 654425 0 D 679322 I TCV VII, L.P. Common Stock 2018-09-10 4 J 0 339859 0 D 352788 I TCV VII (A), L.P. Common Stock 2018-09-10 4 J 0 5716 0 D 5933 I TCV Member Fund, L.P. Common Stock 2018-09-10 4 J 0 252299 0 A 252299 I Technology Crossover Management VII, L.P. Common Stock 2018-09-10 4 J 0 250141 0 D 2158 I Technology Crossover Management VII, L.P. Common Stock 2018-09-10 4 J 0 23481 0 A 23481 I Hoag Family Trust U/A Dtd 8/2/34 Common Stock 2018-09-10 4 J 0 23477 0 A 23477 I Hamilton Investments Limited Partnership Common Stock 2018-09-10 4 J 0 32447 0 A 81161 I Goose Rocks Beach Partners, L.P. Common Stock 2018-09-10 4 J 0 17186 0 A 17186 I Drew Family Trust dated 10/5/2004 Common Stock 2018-09-10 4 J 0 10521 0 A 10521 I Ten 271 Partners B Common Stock 2018-09-10 4 J 0 28670 0 A 28670 I Reynolds Family Trust Common Stock 2018-09-10 4 J 0 27705 0 A 27705 I Robert W. Trudeau Common Stock 2018-09-10 4 J 0 10618 0 A 10618 I Marshall Carroll 2000 Trust Common Stock 2018-09-10 4 J 0 152 0 A 152 I Marshall Partners Common Stock 2018-09-11 4 S 0 1348 37.768 D 810 I Technology Crossover Management VII, L.P. Common Stock 2018-09-11 4 S 0 810 38.4467 D 0 I Technology Crossover Management VII, L.P. Common Stock 2018-09-11 4 S 0 23477 38.95 D 0 I Hamilton Investments Limited Partnership Common Stock 2018-09-11 4 S 0 81161 37.739 D 0 I Goose Rocks Beach Partners, L.P. Common Stock 2018-09-11 4 S 0 17186 37.8984 D 0 I Drew Family Trust dated 10/5/2004 Common Stock 2018-09-11 4 S 0 10521 37.8984 D 0 I Ten 271 Partners B Common Stock 2018-09-11 4 S 0 27705 38.0054 D 0 I Robert W. Trudeau Common Stock 2018-09-11 4 S 0 7192 37.7554 D 3426 I Marshall Carroll 2000 Trust Common Stock 2018-09-11 4 S 0 3426 38.437 D 0 I Marshall Carroll 2000 Trust Common Stock 2018-09-11 4 S 0 103 37.7554 D 49 I Marshall Partners Common Stock 2018-09-11 4 S 0 49 38.437 D 0 I Marshall Partners Common Stock 2018-09-12 4 S 0 9622 37.4893 D 5299 I TCV VII Management, L.L.C. In kind pro-rata distribution from TCV VII, L.P. ("TCV VII") to its partners, without consideration. These securities are directly held by TCV VII. Timothy P. McAdam, Jay C. Hoag, Christopher P. Marshall, Jon Q. Reynolds, Jr., Richard H. Kimball, John L. Drew, Robert W. Trudeau, 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. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, 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. In kind pro-rata distribution from TCV VII (A), L.P. ("TCV VII (A)") to its partners, without consideration. These securities are directly held by TCV VII (A). 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). The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII (A), 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. In kind pro-rata distribution from TCV Member Fund, L.P. ("TCV MF") to its partners, without consideration. These securities are directly held by 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. Acquisition by TCM VII pursuant to an in kind pro-rata distribution by each of TCV VII and TCV VII (A) to each of its respective partners, without consideration. These securities are directly held by TCM VII. The TCM VII Directors are Class A Directors of Management VII, which is the General Partner of TCM VII and Limited Partners of TCM VII. The TCM VII Directors and Management VII may be deemed to beneficially own the securities held by TCM VII, but the TCM VII Directors and Management VII each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. In kind pro-rata distribution from TCM VII to its partners, without consideration. Acquisition by the Hoag Family Trust U/A Dtd 8/2/94 pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration. Jay C. Hoag is a Trustee of the Hoag Family Trust U/A Dtd 8/2/94. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Acquisition by Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration. Jay C. Hoag is a General Partner of Hamilton Investments Limited Partnership. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Acquisition by Goose Rocks Beach Partners, L.P. pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration. Richard H. Kimball is the General Partner of Goose Rocks Beach Partners, L.P. Mr. Kimball disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Acquisition by Drew Family Trust dated 10/5/2004 pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration. John L. Drew is a Trustee of the Drew Family Trust dated 10/5/2004. Mr. Drew disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Acquisition by Ten 271 Partners B pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration. John L. Drew is a General Partner of Ten 271 Partners B. Mr. Drew disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Acquisition by the Reynolds Family Trust pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration. Jon Q. Reynolds, Jr. is a Trustee of the Reynolds Family Trust. Mr. Reynolds disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Acquisition by Robert W. Trudeau pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration. Shares held directly by Robert W. Trudeau. Acquisition by the Marshall Carroll 2000 Trust pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration. Christopher P. Marshall is a Trustee of the Marshall Carroll 2000 Trust. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Acquisition by Marshall Partners pursuant to an in kind pro-rata distribution by TCV MF to its partners, without consideration. Christopher P. Marshall is a General Partner of Marshall Partners. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. This number represents a weighted average sales price. The shares were sold at prices ranging from $37.53 to $37.98. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. This number represents a weighted average sales price. The shares were sold at prices ranging from $38.12 to $38.88. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. This number represents a weighted average sales price. The shares were sold at prices ranging from $37.46 o $38.04. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. This number represents a weighted average sales price. The shares were sold at prices ranging from $37.63 to $38.305. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. This number represents a weighted average sales price. The shares were sold at prices ranging from $37.5 to $38.28. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. This number represents a weighted average sales price. The shares were sold at prices ranging from $37.18 to $37.97. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. This number represents a weighted average sales price. The shares were sold at prices ranging from $38.00 to $38.97. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. Represents restricted stock units ("RSUs") held of record by Timothy P. McAdam, for the benefit of TCV VII Management, L.L.C. ("TCV VII Management"). Each RSU represents a contingent right to receive one share of common stock the issuer. The RSUs 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 Mr. McAdam's continued service with the issuer through the applicable vesting date. Messrs. Hoag, Marshall, Reynolds, Kimball, Drew, and Trudeau (the "TCM Members") are members of TCV VII Management. Mr. McAdam and the TCM Members each disclaims beneficial ownership of such RSUs and the underlying shares of the issuer's common stock except to the extent of their respective pecuniary interest therein. This number represents a weighted average sales price. The shares were sold at prices ranging from $37.15 to $37.73. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price. 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 and David L. Yuan on September 12, 2018 and relates to the same transactions. Frederic D. Fenton, Authorized Signatory for TCV VII, L.P. 2018-09-12 Frederic D. Fenton, Authorized Signatory for TCV VII (A), L.P. 2018-09-12 Frederic D. Fenton, Authorized Signatory for TCV Member Fund, L.P. 2018-09-12 Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VII, L.P. 2018-09-12 Frederic D. Fenton, Authorized Signatory for Jay C. Hoag 2018-09-12 Frederic D. Fenton, Authorized Signatory for Richard H. Kimball 2018-09-12 Frederic D. Fenton, Authorized Signatory for John L. Drew 2018-09-12 Frederic D. Fenton, Authorized Signatory for Jon Q. Reynolds, Jr. 2018-09-12 Frederic D. Fenton, Authorized Signatory for Robert W. Trudeau 2018-09-12 Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall 2018-09-12