0001498115-15-000006.txt : 20150724 0001498115-15-000006.hdr.sgml : 20150724 20150724172656 ACCESSION NUMBER: 0001498115-15-000006 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150722 FILED AS OF DATE: 20150724 DATE AS OF CHANGE: 20150724 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rapid7, Inc. CENTRAL INDEX KEY: 0001560327 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Technology Crossover Management VII, Ltd. CENTRAL INDEX KEY: 0001466999 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37496 FILM NUMBER: 151005337 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: 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: 151005338 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: 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: 151005339 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: McAdam Timothy P CENTRAL INDEX KEY: 0001498115 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37496 FILM NUMBER: 151005340 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2015-07-22 0001560327 Rapid7, Inc. RPD 0001498115 McAdam Timothy P C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO CA 94301 1 0 1 1 May be part of a 13(d) group 0001361345 TCV Member Fund, L.P. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO CA 94301 0 0 1 1 May be part of a 13(d) group 0001467001 Technology Crossover Management VII, L.P. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO CA 94301 0 0 1 1 May be part of a 13(d) group 0001466999 Technology Crossover Management VII, Ltd. C/O TECHNOLOGY CROSSOVER VENTURES 528 RAMONA STREET PALO ALTO CA 94301 0 0 1 1 May be part of a 13(d) group Common Stock 2015-07-22 4 C 0 10468 A 10468 I TCV VII, L.P. Common Stock 2015-07-22 4 C 0 4498677 A 4509145 I TCV VII, L.P. Common Stock 2015-07-22 4 C 0 1462957 A 5972102 I TCV VII, L.P. Common Stock 2015-07-22 4 P 0 204393 16.00 A 6176495 I TCV VII, L.P. Common Stock 2015-07-22 4 C 0 5436 A 5436 I TCV VII (A), L.P. Common Stock 2015-07-22 4 C 0 2336270 A 2341706 I TCV VII (A), L.P. Common Stock 2015-07-22 4 C 0 759748 A 3101454 I TCV VII (A), L.P. Common Stock 2015-07-22 4 P 0 106147 16.00 A 3207601 I TCV VII (A), L.P. Common Stock 2015-07-22 4 C 0 91 A 91 I TCV Member Fund, L.P. Common Stock 2015-07-22 4 C 0 38850 A 38941 I TCV Member Fund, L.P. Common Stock 2015-07-22 4 C 0 13046 A 51987 I TCV Member Fund, L.P. Common Stock 2015-07-22 4 P 0 1960 16.00 A 53947 I TCV Member Fund, L.P. Series B Preferred Stock 2015-07-22 4 C 0 10468 D Common Stock 10468 0 I TCV VII, L.P. Series B Preferred Stock 2015-07-22 4 C 0 5436 D Common Stock 5436 0 I TCV VII (A), L.P. Series B Preferred Stock 2015-07-22 4 C 0 91 D Common Stock 91 0 I TCV Member Fund, L.P. Series C Preferred Stock 2015-07-22 4 C 0 4498677 D Common Stock 4498677 0 I TCV VII, L.P. Series C Preferred Stock 2015-07-22 4 C 0 2336270 D Common Stock 2336270 0 I TCV VII (A), L.P. Series C Preferred Stock 2015-07-22 4 C 0 38850 D Common Stock 38850 0 I TCV Member Fund, L.P. Series D Preferred Stock 2015-07-22 4 C 0 849507 D Common Stock 849507 0 I TCV VII, L.P. Series D Preferred Stock 2015-07-22 4 C 0 441169 D Common Stock 441169 0 I TCV VII (A), L.P. Series D Preferred Stock 2015-07-22 4 C 0 7576 D Common Stock 7576 0 I TCV Member Fund, L.P. The Series B Preferred Stock automatically converted into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering. The Series B Preferred Stock had no expiration date. This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by Jay C. Hoag, Christopher P. Marshall, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., Robert W. Trudeau, John C. Rosenberg, David L. Yuan, TCV VII, L.P. and TCV VII (A), L.P. on July 24, 2015 and relates to the same transactions. 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. The Series C Preferred Stock automatically converted into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering. The Series C Preferred Stock had no expiration date. Reflects 849,507 shares that were received in connection with the automatic conversion of the Series D Preferred Stock into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering and 613,450 additional shares that were received by TCV VII, L.P. upon the closing of the Issuer's initial public offering in connection with the conversion of shares of the Issuer's Series D Preferred Stock into Common Stock pursuant to the provisions of the Issuer's certificate of incorporation then in effect. 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. Reflects 441,169 shares that were received in connection with the automatic conversion of the Series D Preferred Stock into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering and 318,579 additional shares that were received by TCV VII (A), L.P. upon the closing of the Issuer's initial public offering in connection with the conversion of shares of the Issuer's Series D Preferred Stock into Common Stock pursuant to the provisions of the Issuer's certificate of incorporation then in effect. 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. Reflects 7,576 shares that were received in connection with the automatic conversion of the Series D Preferred Stock into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering and 5,470 additional shares that were received by TCV MF upon the closing of the Issuer's initial public offering in connection with the conversion of shares of the Issuer's Series D Preferred Stock into Common Stock pursuant to the provisions of the Issuer's certificate of incorporation then in effect. The Series D Preferred Stock automatically converted into the same number of shares of Common Stock upon the closing of the Issuer's initial public offering. The Series D Preferred Stock had no expiration date. Frederic D. Fenton, Authorized Signatory for Timothy P. McAdam 2015-07-24 Frederic D. Fenton, Authorized Signatory for TCV Member Fund, L.P. 2015-07-24 Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VII, L.P. 2015-07-24 Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VII, Ltd. 2015-07-24