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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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Rapid7, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
Ele Klein & Brandon Gold McDermott Will & Schulte LLP, 919 Third Avenue New York, NY, 10022 212-756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/26/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
JANA Partners Management, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,760,149.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
10.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Rapid7, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
120 CAUSEWAY STREET, BOSTON,
MASSACHUSETTS
, 02114. | |
Item 1 Comment:
This Amendment No. 7 ("Amendment No. 7") amends the statement on Schedule 13D filed with the SEC on September 27, 2024 (as amended from time to time, the "Schedule 13D") with respect to the Shares of the Issuer. This Amendment No. 7 amends Items 3, 4, 5, 6 and 7 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 7 have the meanings set forth in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and restated in its entirety as follows:
The 6,760,149 Shares reported herein as beneficially owned by JANA were acquired at an aggregate purchase price of approximately $206 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 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows:
On March 26, 2026, the Reporting Person entered into a Nomination and Support Agreement with the Issuer (the "Nomination and Support Agreement"), pursuant to which, among other things, the Issuer agreed to nominate Kevin Galligan ("Mr. Galligan") to the Issuer's slate of recommended nominees standing for election at its 2026 annual meeting of stockholder and to solicit proxies in support of his election. Pursuant to the Nomination and Support Agreement, the Reporting Person is now permitted to acquire beneficial ownership of up to 19.9% of the Issuer's Shares, and the Board has approved any such acquisition for the purposes of certain provisions of the Delaware General Corporation Law. The summary of the Nomination and Support Agreement does not purport to be complete and the full text of the Nomination and Support Agreement is included as Exhibit 99.4 and is incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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 65,893,112 Shares outstanding as of February 13, 2026, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 19, 2026.
As of the date hereof, JANA may be deemed to beneficially own 6,760,149 Shares, representing approximately 10.3% of the Shares outstanding. This includes 15,320 shares of restricted stock ("RSUs") granted to Mr. Galligan on April 22, 2025 (the "April 2025 RSUs"), and 1,176 RSUs granted to Mr. Galligan on June 11, 2025 (the "June 2025" RSUs"), for his service on the Board. The April 2025 RSUs vests in three substantially equal annual installments beginning on April 22, 2026, in each case subject to Mr. Galligan's continued service with the Issuer through the applicable vesting date. The June 2025 RSUs vest in full on the earlier of: (i) the date of the Issuer's next annual meeting of stockholders held after the date of the grant or (ii) the first anniversary of the date of grant, in each case subject to Mr. Galligan's continued service with the Issuer through the applicable vesting date. Mr. Galligan has assigned all rights to any Shares issuable pursuant to the grants to the Reporting Person. Pursuant to the assignment, settlement of the award on vesting will be made to the Reporting Person. | |
| (b) | Item 5(b) is hereby amended and restated in its entirety as follows:
JANA has sole voting and dispositive power over 6,760,149 Shares, which power is exercised by the JANA Principal. | |
| (c) | Item 5(c) is hereby amended and restated in its entirety as follows:
There were no transactions in the Shares effected by the Reporting Person during the last sixty (60) days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented as follows:
The information disclosed in Item 4 is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended and supplemented as follows:
Exhibit 99.4: Nomination and Support Agreement, dated March 26, 2026 (incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the SEC on March 30, 2026). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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