SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

2,315,385 SHARES OF COMMON STOCK (A)

SHARED VOTING POWER:

-0- SHARES OF COMMON STOCK

SOLE DISPOSITIVE POWER:

2,315,385 SHARES OF COMMON STOCK (A)

SHARED DISPOSITIVE POWER:

-0- SHARES OF COMMON STOCK

0001193125-18-089316.txt : 20180320 0001193125-18-089316.hdr.sgml : 20180320 20180320171159 ACCESSION NUMBER: 0001193125-18-089316 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180320 DATE AS OF CHANGE: 20180320 GROUP MEMBERS: CHRISTOPHER P. MARSHALL GROUP MEMBERS: DAVID L. YUAN GROUP MEMBERS: JAY C. HOAG GROUP MEMBERS: JOHN C. ROSENBERG GROUP MEMBERS: JOHN L. DREW GROUP MEMBERS: JON Q. REYNOLDS, JR. GROUP MEMBERS: RICHARD H. KIMBALL GROUP MEMBERS: ROBERT W. TRUDEAU GROUP MEMBERS: TCV MEMBER FUND, L.P. GROUP MEMBERS: TCV VII (A), L.P. GROUP MEMBERS: TCV VII MANAGEMENT, L.L.C. GROUP MEMBERS: TECHNOLOGY CROSSOVER MANAGEMENT VII, L.P. GROUP MEMBERS: TECHNOLOGY CROSSOVER MANAGEMENT VII, LTD. GROUP MEMBERS: TIMOTHY P. MCADAM SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88952 FILM NUMBER: 18702583 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCV VII LP CENTRAL INDEX KEY: 0001420295 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 d554955dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

RAPID7, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

753422 10 4

(CUSIP Number)

Frederic D. Fenton

c/o Technology Crossover Ventures

528 Ramona Street

Palo Alto, California 94301

Telephone: (650) 614-8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 16, 2018

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1 (g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240. 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1		NAMES OF REPORTING PERSONS: TCV VII, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS

(A)	Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1		NAMES OF REPORTING PERSONS: TCV VII (A), L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS

(A)	Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1		NAMES OF REPORTING PERSONS: TCV MEMBER FUND, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS

(A)	Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1		NAMES OF REPORTING PERSONS: TECHNOLOGY CROSSOVER MANAGEMENT VII, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS

(A)	Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1		NAMES OF REPORTING PERSONS: TECHNOLOGY CROSSOVER MANAGEMENT VII, LTD.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS

(A)	Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1		NAMES OF REPORTING PERSONS: TCV VII MANAGEMENT, L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS): OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION: CAYMAN ISLANDS

(A)	Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1		NAMES OF REPORTING PERSONS: JAY C. HOAG
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN

(A)	Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1		NAMES OF REPORTING PERSONS: RICHARD H. KIMBALL
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN

(A)	Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1		NAMES OF REPORTING PERSONS: JOHN L. DREW
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN

(A)	Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1		NAMES OF REPORTING PERSONS: JON Q. REYNOLDS, JR.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN

(A)	Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1		NAMES OF REPORTING PERSONS: DAVID L. YUAN
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN

(A)	Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1		NAMES OF REPORTING PERSONS: ROBERT W. TRUDEAU
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN

(A)	Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1		NAMES OF REPORTING PERSONS: CHRISTOPHER P. MARSHALL
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN

(A)	Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1		NAMES OF REPORTING PERSONS: TIMOTHY P. McADAM
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN

(A)	Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4


1		NAMES OF REPORTING PERSONS: JOHN C. ROSENBERG
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
3		SEC USE ONLY:
4		SOURCE OF FUNDS (SEE INSTRUCTIONS): AF, OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES CITIZEN

(A)	Please see Item 5.

SCHEDULE 13D/A

CUSIP No. 753422 10 4

The Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on July 30, 2015 and amended by Amendment No. 1 filed with the Commission on June 9, 2017, Amendment No. 2 filed with the Commission on November 17, 2017, and Amendment No. 3 filed with the Commission on February 1, 2018 (the “Statement”), is hereby amended and supplemented by this Amendment No. 4 to Schedule 13D (the “Amendment”). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Statement. Except as otherwise provided herein, each Item of the Statement remains unchanged. All of the percentages calculated in this Amendment are based upon an aggregate of 46,014,155 shares of Common Stock outstanding as of March 1, 2018, as disclosed in the Company’s prospectus supplement dated March 13, 2018 as filed with the Commission on March 15, 2018.

Information with respect to each Reporting Person is given solely by such Reporting Person and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person.

ITEM 4. PURPOSE OF TRANSACTION.

Item 4 of the Statement is hereby amended and supplemented by adding the following:

On March 16, 2018, the TCV Funds sold the following shares of Common Stock in an underwritten public offering: (i) 654,425 shares of Common Stock by TCV VII, L.P. (“TCV VII”), (ii) 339,859 shares of Common Stock by TCV VII (A), L.P. (“TCV VII(A)”), and (iii) 5,716 shares of Common Stock by TCV Member Fund, L.P. (“Member Fund” and, together with TCV VII and TCV VII(A), the “TCV Funds”).

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a) and (b) of the Statement are amended and restated in their entirety as follows:

(a), (b). On the date hereof, the Reporting Persons beneficially own directly and/or indirectly the following shares:


Name of Investor	Number of Total Shares			Percentage of Outstanding Shares
TCV VII		2,315,385	(*)		5.0	%
TCV VII(A)		1,202,435	(*)		2.6	%
Member Fund		20,223	(*)		0.04	%
Management VII		3,517,820	(*)		7.6	%
TCM VII		3,538,043	(*)		7.7	%
TCV VII Management		9,622	(*)		0.02	%
Mr. Hoag		3,547,665	(*)		7.7	%
Mr. Kimball		3,596,379	()(*)		7.8	%
Mr. Drew		3,547,665	(*)		7.7	%
Mr. Reynolds		3,547,665	(*)		7.7	%
Mr. Yuan		3,538,043	(*)		7.7	%
Mr. Trudeau		3,547,665	(*)		7.7	%
Mr. Marshall		3,547,665	(*)		7.7	%
Mr. McAdam		3,552,993	(*)		7.7	%
Mr. Rosenberg		3,538,043	(*)		7.7	%

(*)	Certain Reporting Persons disclaim beneficial ownership as set forth below.

(**)	Includes 48,714 shares held by Goose Rocks Beach Partners, L.P. (“Goose Rocks”).

Each of the TCV Funds has the sole power to dispose or direct the disposition of the shares of Common Stock which it holds directly, and has the sole power to vote or direct the vote of such shares.

SCHEDULE 13D/A

CUSIP No. 753422 10 4

Technology Crossover Management VII, Ltd. (“TCM VII”), as the ultimate general partner of TCV VII and TCV VII(A) and a general partner of Member Fund, and Technology Crossover Management VII, L.P. (“Management VII”), as the direct general partner of TCV VII and TCV VII(A), may also be deemed to have the sole power to dispose or direct the disposition of the shares of Common Stock held by TCV VII and TCV VII(A) and, with respect to TCM VII, the shares held by Member Fund and have the sole power to direct the vote of such shares. Each of TCM VII and Management VII disclaims beneficial ownership of the shares of Common Stock owned by TCV VII, TCV VII(A) and Member Fund, except to the extent of their respective pecuniary interest therein.

Under the memorandum and articles of association of TCM VII, Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q. Reynolds, Jr., David L. Yuan, Robert W. Trudeau, Christopher P. Marshall, Timothy P. McAdam and John C. Rosenberg (collectively, the “Class A Directors”) have the shared power to dispose or direct the disposition of the shares held by TCV VII, TCV VII(A) and Member Fund and the shared power to direct the vote of such shares. Each of the Class A Directors disclaims beneficial ownership of the shares of Common Stock owned of record by TCV VII, TCV VII(A) and Member Fund except to the extent of their respective pecuniary interest therein.

Mr. McAdam has the sole power to dispose or direct the disposition of 5,328 shares of Common Stock which he holds directly, and of 9,622 shares of Common Stock issuable upon vesting of restricted stock units which he holds directly, and has the sole power to vote or direct the vote of such shares. Mr. McAdam holds the 9,622 shares of Common Stock issuable upon vesting of restricted stock units for the benefit of TCV VII Management, L.L.C. (“TCV VII Management”). TCV VII Management and Messrs. Hoag, Kimball, Reynolds, Drew, Trudeau and Marshall, who are members of TCV VII Management, may be deemed to have the shared power to dispose or direct the disposition of the 9,622 shares of Common Stock held of record by Mr. McAdam. Each of Mr. McAdam, TCV VII Management and Messrs. Hoag, Kimball, Reynolds, Drew, Trudeau and Marshall disclaims beneficial ownership of the shares of Common Stock issuable upon vesting of restricted stock units owned of record by Mr. McAdam, except to the extent of their respective pecuniary interest therein.

Mr. Kimball is the general partner of Goose Rocks and may be deemed to have the sole power to dispose or direct the dispositions of the shares held by Goose Rocks. Mr. Kimball disclaims beneficial ownership of the shares held by Goose Rocks, except to the extent of his pecuniary interest therein.

The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Company but do not affirm the existence of any such group.

Except as set forth in this Item 5(a)—(b), each of the Reporting Persons disclaims beneficial ownership of any Common Stock owned beneficially or of record by any other Reporting Person.

Item 5(c) of the Statement is hereby amended and supplemented by adding the following:

(c). See Item 4 above.

The shares of Common Stock sold on March 16, 2018 by the TCV Funds were sold at a price per share of $25.79 net of underwriting discounts of $0.46.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of the Statement is hereby amended and supplemented by adding the following:

Lockup Agreements

On January 23, 2018, in connection with an underwritten offering, the TCV Funds and Mr. McAdam entered into lockup agreements with Barclays Capital Inc., on behalf of the underwriters. The lockup agreements were scheduled to expire on April 10, 2018. In connection with the underwritten offering disclosed in this Amendment, Barclays Capital, Inc. waived the lockup restrictions applicable to the TCV Funds, Mr. McAdam and certain other stockholders of the Company to permit the underwritten offering.

SCHEDULE 13D/A

CUSIP No. 753422 10 4

In connection with this most recent underwritten offering, the TCV Funds, other selling stockholders of the Company and certain of the Company’s directors, including Mr. McAdam, entered into new lockup agreements (the “Lockup Agreements”) with Barclays Capital Inc. Pursuant to the Lockup Agreements, subject to certain exceptions, the TCV Funds and Mr. McAdam agreed not to offer, sell or transfer any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, without the prior written consent of Barclays Capital Inc. for a period of 60 days from March 13, 2018 (the “restricted period”).

In addition, the TCV Funds and Mr. McAdam agreed that, without the prior written consent of Barclays Capital Inc., they will not, during the restricted period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

A copy of the form of Lockup Agreement is filed as Exhibit 3 to this filing and is incorporated by reference herein.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1—Joint Filing Agreement, dated as of June 9, 2017 (previously filed as Exhibit 1 with the Statement filed on June 9, 2017)

Exhibit 2—Amended and Restated Investors’ Rights Agreement, dated as of December 9, 2014 (incorporated by reference from Exhibit 4.2 to Rapid7, Inc.’s Registration Statement on Form S-1 filed on June 11, 2015)

Exhibit 3—Form of Lock-Up Agreement (incorporated by reference to Exhibit A of Exhibit 1.1 of the Issuer’s Current Report on Form 8-K filed on March 15, 2018)

Exhibit 4—Statement Appointing Designated Filer and Authorized Signatories dated July 10, 2009 (incorporated by reference from Exhibit 2 to the Schedule 13D relating to the common stock of Interactive Brokers Group, Inc. filed on July 10, 2009)

Exhibit 5—Statement Appointing Designated Filer and Authorized Signatories dated August 6, 2010 (incorporated by reference to Exhibit 5 to the Schedule 13D relating to the common stock of Green Dot Corporation filed on August 6, 2010)

Exhibit 6—Statement Appointing Designated Filer and Authorized Signatories dated December 31, 2010 (incorporated by reference to Exhibit 6 to the Schedule 13D relating to the common stock of K12 Inc. filed on May 5, 2011)

EXHIBIT INDEX

Exhibit 1—Joint Filing Agreement, dated as of June 9, 2017 (previously filed as Exhibit 1 with the Statement filed on June 9, 2017)

Exhibit 3—Form of Lock-Up Agreement (incorporated by reference to Exhibit A of Exhibit 1.1 of Rapid7, Inc.’s Current Report on Form 8-K filed on March 15, 2018)

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 20, 2018


TCV VII, L.P.

By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

TCV VII (A), L.P.

By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

TCV MEMBER FUND, L.P.

By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

TECHNOLOGY CROSSOVER MANAGEMENT VII, L.P.

By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

TECHNOLOGY CROSSOVER MANAGEMENT VII, LTD.

By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

TCV VII MANAGEMENT, L.L.C.

By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

JAY C. HOAG

By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

RICHARD H. KIMBALL

By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory


JOHN L. DREW

By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

JON Q. REYNOLDS, JR.

By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

DAVID L. YUAN

By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

ROBERT W. TRUDEAU

By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

CHRISTOPHER P. MARSHALL

By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

TIMOTHY P. McADAM

By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory

JOHN C. ROSENBERG

By:		/s/ Frederic D. Fenton
		Name: Frederic D. Fenton Its: Authorized Signatory