0001193125-16-463952.txt : 20160216 0001193125-16-463952.hdr.sgml : 20160215 20160216080533 ACCESSION NUMBER: 0001193125-16-463952 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88952 FILM NUMBER: 161423135 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: Devine John Joseph CENTRAL INDEX KEY: 0001647984 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 2314 THE STRAND CITY: HERMOSA BEACH STATE: CA ZIP: 90254 SC 13G 1 d143948dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO §240.13d-2

(Amendment No.      )*

 

 

Rapid7, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

753422 104

(CUSIP Number)

December 31, 2015

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

 


13G

 

CUSIP No. 753422 104    Page 2 of 6

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

John Joseph Devine

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

    3,292,191

   6   

SHARED VOTING POWER

 

    0

   7   

SOLE DISPOSITIVE POWER

 

    3,292,191

   8   

SHARED DISPOSITIVE POWER

 

    0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    3,292,191

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *    ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

    7.9% (See Item 4 herein)

12  

TYPE OF REPORTING PERSON*

 

    IN


13G

 

CUSIP No. 753422 104    Page 3 of 6

 

Item 1.

 

(a) Name of Issuer:

Rapid7, Inc. (the “Issuer”)

 

(b) Address of Issuer’s Principal Executive Offices:

100 Summer Street

Boston, Massachusetts 02110

Item 2.

 

(a) Name of Person Filing:

John Joseph Devine (the “Reporting Person”)

 

(b) Address of Principal Business Office or, if none, Residence:

The business address for the Reporting Person is c/o Rapid7, Inc., 100 Summer Street, Boston, Massachusetts 02110.

 

(c) Citizenship:

The Reporting Person is a citizen of the United States.

 

(d) Title of Class of Securities:

Common Stock, $0.01 par value per share (the “Common Stock”)

 

(e) CUSIP Number:

753422 104

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: NOT APPLICABLE.

 

(a)    ¨    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)    ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)    ¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)    ¨    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)    ¨    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)    ¨    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)    ¨    A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)    ¨    A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)    ¨    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)    ¨    A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)    ¨    Group, in accordance with §240.13d-1(b)(1)(ii)(K).


13G

 

CUSIP No. 753422 104    Page 4 of 6

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                    .

 

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a) Amount beneficially owned:

As of December 31, 2015, the Reporting Person owned 3,292,191 shares of the Issuer’s Common Stock.

 

(b) Percent of class:

7.9%, calculated based on 41,540,400 shares of the Issuer’s Common Stock reported to be outstanding as of December 31, 2015 by the Issuer to the Reporting Person.

 

(c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote – 3,292,191

 

  (ii) Shared power to vote or to direct the vote – 0

 

  (iii) Sole power to dispose or to direct the disposition of – 3,292,191

 

  (iv) Shared power to dispose or to direct the disposition of – 0

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.


13G

 

CUSIP No. 753422 104    Page 5 of 6

 

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

 

Item 9. Notice of Dissolution of Group.

Not Applicable.

 

Item 10. Certification

Not Applicable.


13G

 

CUSIP No. 753422 104    Page 6 of 6

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 16, 2016    

/s/ John Joseph Devine

John Joseph Devine