Item 3.02 Unregistered Sale of Equity Securities.




As disclosed in the Current Report on Form 8-K filed with the Securities and
Exchange Commission on August 13, 2018, Rapid7, Inc. (the "Company") previously
issued $230.0 million in aggregate principal amount of 1.25% Convertible Senior
Notes due 2023 (the "Notes"). The Notes are governed by the Indenture, dated as
of August 13, 2018, between the Company and U.S. Bank National Association, as
trustee.
As previously reported, on September 16, 2021, the Company issued a notice of
redemption (the "Redemption Notice") to holders of its outstanding Notes,
pursuant to which it announced that on November 30, 2021 (the "Redemption
Date"), the Company would redeem any Notes that have not been converted prior to
such date at a redemption price in cash equal to 100% of the principal amount of
such Notes, plus accrued and unpaid interest, if any, from August 1, 2021 to,
but not including, the Redemption Date. Prior to the Redemption Date, the
holders of the Notes had the right to elect to convert their Notes for common
stock, $0.01 par value per share (the "Common Stock"), of the Company at a rate
of 24.0460 shares of Common Stock per $1,000 principal amount of Notes. Pursuant
to the Indenture, the conversion rate was increased by 0.0022 additional shares
per $1,000 principal amount of the Notes for conversions prior to 5:00 p.m. (New
York City time) on November 29, 2021 (the "Conversion Deadline Date"). The
Company satisfied its conversion obligations with respect to conversions
occurring after the date of the Redemption Notice and prior to the Conversion
Deadline Date by Combination Settlement (as defined in the Indenture), with a
Specified Dollar Amount (as defined in the Indenture) per $1,000 principal
amount of Notes equal to $1,000.
On November 30, 2021, the Company paid approximately $43.4 million in cash and
issued an aggregate amount of approximately 0.7 million shares of Common Stock
to holders of the Notes as a result of conversions of approximately $43.4
million in aggregate principal amount of Notes. All $2.0 million in aggregate
principal amount of Notes that had not been previously surrendered for
conversion were redeemed on November 30, 2021 at a redemption price in cash
equal to approximately $2.0 million.
The Common Stock of the Company delivered in connection with these conversions
have been issued in reliance on the exemption from registration provided by
Section 3(a)(9) of the Securities Act of 1933, as amended.
Item 9.01   Financial Statements and Exhibits.



(d)Exhibits
      Exhibit
        No.                  Description

        104                  Cover Page Interactive Data File (embedded within the inline XBRL
                             document)

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