CEO Thomas Corey E. was granted 214,094 shares and covered exercise/tax liability with 26,851 shares, increasing direct ownership by 43% to 618,712 units (SEC Form 4)
$RPD
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Rapid7, Inc. [ RPD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/14/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| COMMON STOCK | 02/14/2025 | A(1) | 129,333 | A | $0 | 560,802 | D | |||
| COMMON STOCK | 02/14/2025 | A(2) | 9,216 | A | $0 | 570,018 | D | |||
| COMMON STOCK | 02/14/2025 | F(3) | 4,455 | D | $35.55 | 565,563 | D | |||
| COMMON STOCK | 02/15/2025 | A(4) | 75,545 | A | $0 | 641,108 | D | |||
| COMMON STOCK | 02/15/2025 | F(5) | 22,396 | D | $35.55 | 618,712 | D | |||
| COMMON STOCK | 218,748 | I | By Thomas Family Holdings LLC(6) | |||||||
| COMMON STOCK | 30,000 | I | By Trust(7) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. This security represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. This restricted stock unit grant vests in twelve quarterly installments, with the first installment vesting on May 15, 2025, subject to the Reporting Person's continued service with the Issuer. |
| 2. Reporting Person elected to receive annual bonus payment under the Issuer's Executive Incentive Bonus Plan in the form of fully-vested restricted stock units, as authorized by the Issuer's compensation committee. |
| 3. Represents shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units previously granted to the Reporting Person on February 14, 2025. |
| 4. Represents the number of units earned under a performance-based restricted stock unit award ("PSUs") based on the Issuer's satisfaction of certain performance criteria of the award. In light of the performance-based conditions of the award, the award was not reportable under Section 16 until performance conditions were certified by the Compensation Committee as achieved (which occurred on February 15, 2025). The earned PSUs will vest in equal installments on each of February 15, 2025, February 15, 2026 and February 15, 2027, subject to the Reporting Person's continued service with the Issuer. Each PSU represents a contingent right to receive one share of common stock of the Issuer. |
| 5. Represents shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units and PSUs granted to the Reporting Person on February 2, 2021, February 15, 2022, February 15, 2023, February 15, 2024 and February 15, 2025. |
| 6. Represents shares held by the Thomas Family Holdings LLC ("LLC"). The Reporting Person is the manager of LLC and has the power to vote and dispose of the shares held by LLC. The Reporting Person disclaims beneficial ownership of the shares owned by LLC except to the extent of his pecuniary interest therein. |
| 7. Represents shares held by the Corey E. Thomas Irrevocable Trust of 2016, which is administrated by an independent trustee, and is for the benefit of the Reporting Person's immediate and other family members. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| Remarks: |
| /s/ Raisa Litmanovich, Attorney-in-Fact | 02/19/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||