Item 3.02 Unregistered Sale of
As disclosed in the Current Report on Form 8-K filed with theSecurities and Exchange Commission onAugust 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 ofAugust 13, 2018 , between the Company andU.S. Bank National Association , as trustee. As previously reported, onSeptember 16, 2021 , the Company issued a notice of redemption (the "Redemption Notice") to holders of its outstanding Notes, pursuant to which it announced that onNovember 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, fromAugust 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 to5:00 p.m. (New York City time) onNovember 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 . OnNovember 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 onNovember 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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