0001209191-15-061249.txt : 20150716 0001209191-15-061249.hdr.sgml : 20150716 20150716175657 ACCESSION NUMBER: 0001209191-15-061249 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150716 FILED AS OF DATE: 20150716 DATE AS OF CHANGE: 20150716 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: Moseley Richard CENTRAL INDEX KEY: 0001647493 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37496 FILM NUMBER: 15992268 MAIL ADDRESS: STREET 1: C/O RAPID7, INC. STREET 2: 100 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02110 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-07-16 0 0001560327 Rapid7, Inc. RPD 0001647493 Moseley Richard C/O RAPID7, INC. 100 SUMMER STREET BOSTON MA 02110 0 1 0 0 SR VP, Global Sales Common Stock 0 D Series D Preferred Stock Common Stock 8655 D Stock Option (Right to Buy) 7.73 2024-02-04 Common Stock 60000 D Stock Option (Right to Buy) 9.77 2025-02-04 Common Stock 20000 D Stock Option (Right to Buy) 9.77 2025-02-04 Common Stock 40000 D 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. 27,500 of these shares are immediately exercisable. The remaining shares shall vest and become exercisable in 26 monthly installments beginning on July 26, 2015, subject to the Reporting Person's continuous service through each vesting date. 2,083 of these shares are immediately exercisable. The remaining shares shall vest and become exercisable in 43 monthly installments beginning on August 4, 2015, subject to the Reporting Person's continuous service through each vesting date. 4,166 of these shares are immediately exercisable. The remaining shares shall vest and become exercisable in 43 monthly installments beginning on August 4, 2015, subject to the Reporting Person's continuous service through each vesting date. Exhibit List - Exhibit 24 - Power of Attorney /s/Richard Segal, Attorney-in-Fact 2015-07-16 EX-24.3_595961 2 poa.txt POA DOCUMENT POWER OF ATTORNEY (For Executing Form ID and Forms 3, 4 and 5) Know all by these presents, that the undersigned hereby constitutes and appoints each of Nicole Brookshire and Richard Segal of Cooley LLP, and Steven Gatoff and Peter Kaes of Rapid7, Inc. (the "Company"), signing individually, the undersigned's true and lawful attorneys-in fact and agents to: (1) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the the Securities and Exchange Commission (the "SEC") Form ID and Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company; (2) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and Forms 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and (3) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Form ID or Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below. Date: June 30, 2015 By: /s/Richard Moseley Name: Richard Moseley Title: Senior Vice President, Global Sales