Corey E. Thomas - Feb 14, 2025 Form 4 Insider Report for Rapid7, Inc. (RPD)

Signature
/s/ Raisa Litmanovich, Attorney-in-Fact
Stock symbol
RPD
Transactions as of
Feb 14, 2025
Transactions value $
-$954,553
Form type
4
Date filed
2/19/2025, 07:51 PM
Previous filing
Jan 23, 2025
Next filing
Mar 26, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RPD COMMON STOCK Award $0 +129K +29.98% $0.00 561K Feb 14, 2025 Direct F1
transaction RPD COMMON STOCK Award $0 +9.22K +1.64% $0.00 570K Feb 14, 2025 Direct F2
transaction RPD COMMON STOCK Tax liability -$158K -4.46K -0.78% $35.55 566K Feb 14, 2025 Direct F3
transaction RPD COMMON STOCK Award $0 +75.5K +13.36% $0.00 641K Feb 15, 2025 Direct F4
transaction RPD COMMON STOCK Tax liability -$796K -22.4K -3.49% $35.55 619K Feb 15, 2025 Direct F5
holding RPD COMMON STOCK 219K Feb 14, 2025 By Thomas Family Holdings LLC F6
holding RPD COMMON STOCK 30K Feb 14, 2025 By Trust F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.