Sec Form 13D Filing - Bain Capital Venture Fund 2007 L.P. filing for Rapid7 Inc. (RPD) - 2018-05-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(a) and Amendments Thereto Filed

Pursuant to § 240.13D-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Rapid7, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

753422 10 4

(CUSIP Number)

Bain Capital Venture Investors, LLC

200 Clarendon Street

Boston, MA 02116

617-516-2000

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

May 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 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.

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This Amendment No. 5 to Schedule 13D relates to common stock, $0.01 par value per share (the “Common Stock”), of Rapid7, Inc., a Delaware corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed by the Reporting Persons relating to the Common Stock on August 3, 2015 (as amended by Amendment No. 1 filed June 7, 2017, Amendment No. 2 filed November 16, 2017, Amendment No. 3 filed January 31, 2018, and Amendment No. 4 filed March 19, 2018, the “Initial Statement,” and as further amended by this Amendment No. 5, the “Schedule 13D”). Capitalized terms used but not defined herein have the meanings given to them in the Initial Statement.

Item 5 of the Initial Statement is hereby amended and restated as follows:

(a) – (c) The information contained on the cover pages and Item 2 of this Schedule 13D is hereby incorporated by reference. The following disclosure assumes that there are 46,231,891 shares of Common Stock issued and outstanding, which the Issuer represented in its prospectus supplement filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933 on May 15, 2018.

On May 16, 2018, in an underwritten public offering pursuant to an Underwriting Agreement, as further described in Item 6 below, BCVF sold 1,311,184 shares of Common Stock, BCIPVA sold 186,485 shares of Common Stock and BCIPVB sold 2,331 shares of Common Stock.

After giving effect to the transactions described above, BCVF holds 1,907,958 shares of Common Stock, representing 4.1% of the shares of Common Stock, BCIPVA holds 271,363 shares of Common Stock outstanding, representing 0.6% of the shares of Common Stock outstanding, and BCIPVB holds 3,392 shares of Common Stock, representing less than 0.1% of the shares of Common Stock outstanding.

(d) Except as otherwise described in this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Persons as described in this Item 5.

(e) The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock on May 16, 2018 following the sales reported hereby.

Item 6 of the Initial Statement is hereby amended and supplemented as follows:

Underwriting Agreement

On May 16, 2018, pursuant to an underwriting agreement (the “Underwriting Agreement”), dated as of May 14, 2018, by and among the Reporting Persons, the Issuer, the other selling stockholders named therein, and Barclays Capital Inc. (the “Underwriter”), the Reporting Persons sold an aggregate of 1,500,000 shares of Common Stock to the Underwriter. The Underwriter purchased the shares of Common Stock at a price of $30.00 per share, net of underwriting discounts and commissions.

Lock-up Agreement

In connection with the Underwriting Agreement, each of the Reporting Persons entered into a lock-up agreement (the “Lock-up Agreement”) with the Underwriter. Pursuant to the Lock-up Agreement, each Reporting Person agreed not to sell or otherwise transfer any Common Stock or securities convertible into, exchangeable for or exercisable for Common Stock, for 60 days after May 14, 2018 without the written consent of the Underwriter.

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The summaries of the Underwriting Agreement and Lock-up Agreement contained in this Item 6 are qualified in their entirety by reference to the Underwriting Agreement and the Lock-up Agreement, each of which is filed as an exhibit hereto and incorporated by reference herein.

Item 7 of the Initial Statement is hereby amended and supplemented as follows:

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SIGNATURES

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

Dated: May 17, 2018