<SEC-DOCUMENT>0001209191-15-061265.txt : 20150716
<SEC-HEADER>0001209191-15-061265.hdr.sgml : 20150716
<ACCEPTANCE-DATETIME>20150716181059
ACCESSION NUMBER:		0001209191-15-061265
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:			Young Christopher David
		CENTRAL INDEX KEY:			0001647655

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-37496
		FILM NUMBER:		15992310

	MAIL ADDRESS:	
		STREET 1:		C/O RAPID7, INC.
		STREET 2:		100 SUMMER STREET
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02110
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2015-07-16</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001560327</issuerCik>
        <issuerName>Rapid7, Inc.</issuerName>
        <issuerTradingSymbol>RPD</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001647655</rptOwnerCik>
            <rptOwnerName>Young Christopher David</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O RAPID7, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>100 SUMMER STREET</rptOwnerStreet2>
            <rptOwnerCity>BOSTON</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02116</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>74908</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>21327</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Trust</value>
                    <footnoteId id="F1"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Series B Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F2"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F2"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>31990</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Trust</value>
                    <footnoteId id="F1"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Option (Right to Buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>7.73</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F3"/>
            </exerciseDate>
            <expirationDate>
                <value>2024-02-04</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>11250</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Option (Right to Buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>10.88</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F4"/>
            </exerciseDate>
            <expirationDate>
                <value>2025-05-05</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>10000</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">These shares are owned by the Christopher D. Young Revocable Trust (the &quot;Trust&quot;). The Reporting Person is the sole trustee of the Trust and, as such, has the sole power to vote and dispose of the shares owned by the Trust. The Reporting Person disclaims beneficial ownership of the shares owned by the Trust, except to the extent of his pecuniary interest therein.</footnote>
        <footnote id="F2">The Series B 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 B Preferred Stock has no expiration date.</footnote>
        <footnote id="F3">416 of these shares are immediately exercisable. The remaining shares shall vest and become exercisable in 26 monthly installments beginning on August 1, 2015, subject to the Reporting Person's continuous service through each vesting date.</footnote>
        <footnote id="F4">416 of these shares are immediately exercisable. The remaining shares shall vest and become exercisable in 46 monthly installments beginning on August 5, 2015, subject to the Reporting Person's continuous service through each vesting date.</footnote>
    </footnotes>

    <remarks>Exhibit List - Exhibit 24 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/Richard Segal, Attorney-in-Fact</signatureName>
        <signatureDate>2015-07-16</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.3_595977
<SEQUENCE>2
<FILENAME>poa.txt
<DESCRIPTION>POA DOCUMENT
<TEXT>
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: July 2, 2015

By: /s/Christopher David Young
Name: Christopher David Young
Title: Director

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
