Rapid7, Inc.
7.70%
4,939,840
1560327
753422104
Apr 7, 2025
Apr 10, 2025, 06:03 PM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| JANA Partners Management, LP | Investment Adviser | 7.70% | 4,939,840 | 4,939,840 | 0 |
Disclosure Items (4)
Common Stock, par value $0.01 per share
Rapid7, Inc.
120 CAUSEWAY STREET, BOSTON, MA, 02114
Item 3 is hereby amended and restated in its entirety as follows: The 4,939,840 Shares reported herein as beneficially owned by JANA were acquired at an aggregate purchase price of approximately $171 million. Such Shares were acquired with investment funds in accounts managed by JANA and margin borrowings described in the following sentence. Such Shares are held by the investment funds managed by JANA in commingled margin accounts, which may extend margin credit to JANA from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker's call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein.
Item 5(a) is hereby amended and restated in its entirety as follows: The aggregate percentage of Shares reported to be beneficially owned by the Reporting Person is based upon 63,968,853 Shares outstanding as of February 25, 2025, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025. As of the close of business on the date hereof, JANA may be deemed to beneficially own 4,939,840 Shares, representing approximately 7.7% of the Shares outstanding.
Item 5(b) is hereby amended and restated in its entirety as follows: JANA has sole voting and dispositive power over 4,939,840 Shares, which power is exercised by the JANA Principal.
Item 5(c) is hereby amended and restated in its entirety as follows: Information concerning transactions in the Shares effected by the Reporting Person during the past sixty (60) days is set forth in Schedule A hereto and is incorporated herein by reference. All of the transactions in Shares listed herein were effected in the open market through various brokerage entities.
Item 5(d) is hereby amended and restated in its entirety as follows: No person (other than the Reporting Person) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
The second paragraph of Item 6 of the Original Schedule 13D is hereby replaced by the following: Certain accounts under JANA's management and control have entered into notional principal amount derivative agreements (the "Derivative Agreements") in the form of cash settled swaps with respect to an aggregate of 3,478,438 Shares (collectively representing economic exposure comparable to 5.4% of the Shares). The Derivative Agreements provide JANA with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are referenced in the Derivative Agreements (such Shares, the "Subject Shares"). JANA disclaims beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.