SecProbe.io

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 August 6, 2025

Tim Adams
Chief Financial Officer
Rapid7, Inc.
120 Causeway Street
Boston, MA 02114

 Re: Rapid7, Inc.
 Form 10-K for the Year Ended December 31, 2024
 File No. 001-37496
Dear Tim Adams:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
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 Document Rapid7 120 Causeway Street Suite 400 Boston, MA 02114-1313 rapid7.com VIA EDGAR SUBMISSION August 5, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Lisa Etheredge and Robert Littlepage Re: Rapid7, Inc. Form 10-K for the Year Ended December 31, 2024 File No. 001-37496 Dear Ms. Etheredge and Mr. Littlepage: Rapid7, Inc. (the “Company”) respectfully submits this letter in response to the comment letter dated July 31, 2025, from the staff of the U.S. Securities and Exchange Commission (the “Staff”) with respect to the Company’s Form 10-K for the year ended December 31, 2024 (the “Form 10-K”). The Company has carefully reviewed the Staff’s comments and provides the responses below. The Company will revise its disclosures in future filings, beginning with the Form 10-Q for the quarter ended June 30, 2025 (“Q2 2025 Form 10-Q”), in response to the Staff’s comments. Form 10-K for the Year Ended December 31, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Results, page 43 1. To avoid giving undue prominence to non-GAAP measures, please revise to move your discussion of non-GAAP information so that it follows the discussion of GAAP results of operations. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and the guidance in Non-GAAP Compliance and Disclosure Interpretation Question 102.10(a). Company Response: The Company acknowledges the Staff’s comment and will revise the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in future filings to ensure that discussion of non-GAAP financial information follows the discussion of the Company’s GAAP Results of Operations. This change will be reflected beginning with the Q2 2025 Form 10-Q. 1 Consolidated Financial Statements (18) Segment Information and Information about Geographic Areas, page 91 2. Please revise to disclose revenues from external customers and property and equipment attributed to the United States. Refer to ASC 280-10-50-41. Company Response: The Company acknowledges the Staff’s comment and will revise the disclosures in the notes to the consolidated financial statements to include revenue from external customers and property and equipment attributed to the United States, in accordance with ASC 280-10-50-41. These disclosures will be included beginning with the Q2 2025 Form 10-Q, as proposed below. For fiscal years 2024, 2023, and 2022, the United States was the only country where external customer revenue exceeded 10% of the Company’s total revenue. Net revenues by geographic area presented based upon the location of the customer are as follows: Three Months Ended, June 30, Six Months Ended, June 30, 2025 2024 2025 2024 (in thousands) United States $ XXX,XXX $ 152,204  $ XXX,XXX $ 302,449  Rest of World $ XXX,XXX 55,787  $ XXX,XXX $ 110,643  Total $ XXX,XXX $ 207,991   $ XXX,XXX $ 413,092   Property and equipment, net by geographic area was as follows: As of June 30, 2025 As of December 31, 2024 (in thousands) United States $ XXX,XXX $ 22,613  Rest of World $ XXX,XXX $ 9,632  Total $ XXX,XXX $ 32,245   The Company appreciates the Staff’s review of the Form 10-K and the opportunity to enhance its disclosures. Please contact the undersigned at Tim_Adams@Rapid7.com, or Peter Kaes at Peter_Kaes@Rapid7.com, if you have any further questions or require additional information. Sincerely, /s/Tim Adams Chief Financial Officer Rapid7, Inc. 2

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<TEXT>
 July 31, 2025

Tim Adams
Chief Financial Officer
Rapid7, Inc.
120 Causeway Street
Boston, MA 02114

 Re: Rapid7, Inc.
 Form 10-K for the Year Ended December 31, 2024
 File No. 001-37496
Dear Tim Adams:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Results, page 43

1. To avoid giving undue prominance to non-GAAP measures, please revise to
move
 your discussion of non-GAAP information so that it follows the
discussion of GAAP
 results of operations. Refer to Item 10(e)(1)(i)(A) of Regulation S-K
and the guidance
 in Non-GAAP Compliance and Disclosure Interpretation Question 102.10(a).

Consolidated Financial Statements
(18) Segment Information and Information about Geographic Areas, page 91

2. Please revise to disclose revenues from external customers and property
and
 equipment attributed to the United States. Refer to ASC 280-10-50-41.
 July 31, 2025
Page 2

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Lisa Etheredge at 202-551-3424 or Robert Littlepage at
202-551-3361
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
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Acceleration Request

 RAPID7, INC.

100 Summer Street

 Boston,
Massachusetts 02110

 May 31, 2017

 Via
EDGAR

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Attn:

Ivan Griswold

Re:

Rapid7, Inc.

Registration Statement on Form S-3

File No. 333-218189

Acceleration Request

Requested Date:

Friday, June 2, 2017

Requested Time:

3:30 P.M. Eastern Daylight Time

 Dear Mr. Griswold:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to cause the
above-referenced Registration Statement on Form S-3 (File No. 333-218189) (the “Registration Statement”) to become effective on June 2,
2017, at 3:30 p.m. Eastern Daylight Time, or as soon thereafter as is practicable.

 Once the Registration Statement has been declared effective, please
orally confirm that event with Nicole Brookshire of Cooley LLP, counsel to the Registrant, at (617) 937-2357, or in her absence, Courtney Thorne at (617) 937-2318.

Very truly yours,

Rapid7, Inc.

By:

 /s/ Jeff Kalowski

Jeff Kalowski

Chief Financial Officer

cc:

Corey Thomas, Rapid7, Inc.

Peter Kaes, Rapid7, Inc.

Nicole C. Brookshire, Cooley LLP

Courtney T. Thorne, Cooley LLP

Mail Stop 4561

May 26, 2017

Corey Thomas
President and Chief Executive Officer
Rapid7, Inc.
100 Summer Street
Boston, Massachusetts 02110

Re: Rapid7, Inc.
Registration Statement on Form S -3
Filed May 23, 2017
File No. 333-218189

Dear Mr. Thomas :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Ivan Griswold, Staff Attorney,  at (202) 5 51-3853 with any questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

cc:   Nicole Brookshire
Cooley LLP

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CORRESP

 July 14, 2015

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
Barbara C. Jacobs

Jeffrey Kauten

Re:
Rapid7, Inc.

Registration Statement on Form S-1

File No. 333-204874

Acceleration Request

Requested Date:
Thursday, July 16, 2015

Requested Time:
4:00 P.M. Eastern Daylight Time

 Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”)
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) to
become effective on July 16, 2015, at 4:00 p.m., Eastern Daylight Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff (the “Staff”).
This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Cooley LLP, confirming this request. The Registrant hereby authorizes each of Nicole Brookshire and Richard Segal of
Cooley LLP, counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement has been declared effective,
please orally confirm that event with Nicole Brookshire of Cooley LLP, counsel to the Registrant, at (617) 937-2357, or in her absence, Richard Segal at (617) 937-2332.

In connection with this request, the Registrant acknowledges that:

•

should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

•

the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

Rapid7, Inc.

By:

/s/ Steven Gatoff

 Name:

 Title:

 Steven Gatoff

 Chief Financial
Officer

cc:
Corey Thomas, Rapid7, Inc.

 Nicole C. Brookshire, Esq., Cooley LLP

Richard C. Segal, Esq., Cooley LLP

Christopher J. Austin, Esq., Orrick, Herrington & Sutcliffe LLP

CORRESP
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CORRESP

 July 14, 2015

Securities and Exchange Commission

 Division of Corporate
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Rapid7, Inc. (the “Company”)

 Registration Statement on Form S-1
(File No. 333-204874)

 Ladies and Gentlemen:

As representatives of the several underwriters of the Company’s proposed public offering of up to 7,417,500 shares of common stock, we
hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m. (EDT) on July 16, 2015, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the
following distribution of the Company’s Preliminary Prospectus dated July 6, 2015, through the date hereof:

 Preliminary
Prospectus dated July 6, 2015:

 2,082 copies to prospective underwriters, institutional investors, dealers and others

The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934.

[Signature Page Follows]

 Very truly yours,

MORGAN STANLEY & CO. LLC

 BARCLAYS CAPITAL INC.

 As Representatives of the several Underwriters

 By:  Morgan Stanley & Co. LLC

By:

/s/ Rizvan Dhalla

 Name: Rizvan Dhalla

 Title: Managing
Director

By:

BARCLAYS CAPITAL INC.

By:

/s/ Victoria Hale

 Name: Victoria Hale

 Title: Vice
President

 [Signature Page to
Underwriters’ Acceleration Request]

CORRESP
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CORRESP

 June 26, 2015

 U.S.
Securities and Exchange Commission

 Division of Corporate Finance

100 F Street, N.E.

 Washington D.C. 20549

Attn: Barbara C. Jacobs

RE:
Rapid7, Inc.

 Registration Statement on Form S-1

Filed June 11, 2015

Amendment No. 1 to Draft Registration Statement on Form S-1

Submitted June 8, 2015

File No. 333-204874

 Ladies and
Gentlemen:

 On behalf of Rapid7, Inc. (the “Company”), we are submitting this letter in response to comments received from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated June 23, 2015, regarding the Company’s Confidential Draft Registration Statement on Form S-1
submitted on June 8, 2015, and the Company’s Registration Statement on Form S-1, filed on June 11, 2015 (the “Registration Statement”). The Company is also filing Amendment No. 1 to the Registration
Statement (the “Amended Registration Statement”). We are sending the Staff a hard copy of this letter and the Amended Registration Statement, including a version of the Amended Registration Statement that is marked to show
changes to the Registration Statement.

 Set forth below are the Company’s responses to the Staff’s comments. The numbering of the paragraphs
below corresponds to the numbering of the comments received from the Staff, which for your convenience we have incorporated into this response letter in italics. Page references in the text of this response letter correspond to the page numbers of
the Amended Registration Statement. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings assigned to such terms in the Amended Registration Statement.

General

1.
You state on page 29 that you are aware of exports of your products by persons and organizations that appear to be located in countries that are the subject of U.S. embargoes, but you do not identify the countries.
You discuss on page 53 your sales in the Middle East and Africa, regions that include Iran, Sudan and Syria. Your website includes a form and drop down menu that appear to allow companies in Iran, Sudan and Syria to become your partners.

 Iran, Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and are subject to
U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current, and anticipated contacts with Iran, Sudan

500 BOYLSTON STREET, BOSTON, MA 02116-3736 T: (617) 937-2300 F: (617) 937-2400 WWW.COOLEY.COM

 June 26, 2015

 Page Two

and Syria, if any, whether through subsidiaries, affiliates, partners, customers, joint venture or other direct or indirect arrangements. You should describe any services, products, information
or technology you have provided to Iran, Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company does not currently have,
and has not previously had, any partners in countries subject to U.S. economic embargoes. Further, the Company has not received any revenue from partners or direct end-users in any country subject to U.S. economic embargoes, including through any
subsidiary, affiliate, partner, customer, joint venture or other direct or indirect arrangement. The form and drop down menu on the partner registration page of the Company’s website referenced in the Staff’s comment is the result of an
inadvertent oversight by the Company. The option to select embargoed countries is not available in other drop down menus on the Company’s website and the Company has now removed embargoed countries from the drop down menu that is referenced in
the Staff’s comment.

 Further, the Company advises the Staff that it has implemented and actively maintains the following screens and
controls intended to prevent transactions with persons and entities in countries subject to U.S. embargoes:

•

Akamai Web Traffic Screen. The Company, through its Akamai service, blocks all web traffic to and from embargoed countries. In addition, in the case of prospective partner arrangements, all applications are
screened by Company personnel, which would flag and block any partner from an embargoed country.

•

Product Download Screens. Upon receipt of a product download request, the Company’s NetSuite service checks the IP address of the requestor and will immediately invalidate a license if the IP address is
linked to an embargoed country.

•

Product Update Screens. When end-user software contacts the Company’s server for an available update, the IP address is screened. If an IP address, whether at first download or any subsequent access, shows a
match to an embargoed country, the license is invalidated and no further updates are permitted.

 In addition to the foregoing
automatic screens, the Company conducts a manual review of every sale and download request to ensure that an export license is not required. This manual review also allows the Company to identify and block transactions involving end-users in
embargoed countries.

 500 BOYLSTON STREET, BOSTON, MA 02116-3736 T:
(617) 937-2300 F: (617) 937-2400 WWW.COOLEY.COM

 June 26, 2015

 Page Three

 The Company further advises the Staff that the discussion on page
30 of the Amended Registration Statement relates to the Company’s voluntary self-disclosures to the U.S. Commerce Department’s Bureau of Industry and Security and to the U.S. Treasury Department’s Office of Foreign Assets Control
(“OFAC”) that outlined apparent violations of U.S. trade sanction and economic embargo programs. These apparent violations involved downloads of free and trial versions of the Company’s Metasploit products from IP addresses associated
with Cuba, Iran, Sudan and Syria. As noted above, the Company did not derive any revenue from these downloads and the Company advises the Staff that it continues to improve its automated and manual controls on an ongoing, continuous basis. Moreover,
OFAC informed the Company on May 22, 2015 that it has closed the Company’s voluntary self-disclosure with a Cautionary Letter. In response to the Staff’s comment, the Company has revised the disclosure on pages 30 and 103 of the
Amended Registration Statement.

2.
Please discuss the materiality of any contacts with Iran, Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You
should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of
qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments,
universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor
sentiment evidenced by such actions directed toward companies that have operations associated with Iran, Sudan and Syria.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has no contracts,
material or otherwise, with any end user, partner or other entity in Cuba, Iran, Sudan, Syria or any other country subject to U.S. economic embargoes. As the Company has no contracts or relationships with such parties, and as the downloads at issue
involved only free and trial product versions, the Company does not believe that it currently bears any financial, reputational risk or potential impact to share value relative to parties in Cuba, Iran, Sudan, Syria or any other country subject to
U.S. economic embargoes. In response to the Staff’s comment, the Company has revised the disclosure on pages 30 and 103 of the Amended Registration Statement.

3.
You indicate on page 55 that you believe you are well positioned to capitalize on shifts in “enterprise information security.” Systems, equipment and components for “information security” are
included in the Department of Commerce’s Commerce Control List. Please tell us whether any contacts with Iran, Sudan or Syria you describe in response to the comments above involve products or technology that are dual use or otherwise have
military applications, or are included in the Commerce Control List.

500 BOYLSTON STREET, BOSTON, MA 02116-3736 T: (617) 937-2300 F: (617) 937-2400 WWW.COOLEY.COM

 June 26, 2015

 Page Four

 Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that the Company’s products are each classified under Export Control Classification Number (ECCN) 5D002 on the Commerce Control List. Further, as noted in response to comment #2 above, the Company does not have any
contracts, material or otherwise, with any end user, partner or other entity in Cuba, Iran, Sudan, Syria or any other country subject to U.S. economic embargoes. As the Company has no contracts with persons in embargoed countries and as the
downloads at issue involved only free and trial product versions, the Company does not believe that it currently bears any financial, reputational risk or potential impact to share value relative to parties in Cuba, Iran, Sudan, Syria or any other
country subject to U.S. economic embargoes.

4.
We will contact you separately about the graphics provided in your filing.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the cover art graphics in the Amended
Registration Statement in accordance with the comments orally conveyed by the Staff.

 Notes to the Consolidated Financial Statements

Note (f) Revenue recognition, page F-8

5.
We note your response to prior comment 21. Tell us when professional services are delivered and whether such services commence upon delivery of the software license. Further, describe circumstances where the
professional services will be provided for a performance period that exceeds the maintenance and support period.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the professional services that are
sold together with software licenses primarily represent deployment and training services. The deployment and training services typically commence upon delivery of the related software license and are completed within the first 90 days following
delivery of the software license. As noted in the Company’s prior response, these professional services are not essential to the functionality of the software and the Company has determined that it does not have VSOE of the selling price for
the elements comprising these multiple-element arrangements. Therefore, revenue recognition with respect to the professional services begins upon the delivery of the software. Revenue is thereafter recognized ratably over the maintenance and support
period of the associated software license. The Company further advises the Staff that it is not currently a party to any material multiple-element arrangements that include professional services where the period of performance for the professional
services is longer than the period of performance for maintenance and support of the associated software license, nor does the Company intend to enter into

500 BOYLSTON STREET, BOSTON, MA 02116-3736 T: (617) 937-2300 F: (617) 937-2400 WWW.COOLEY.COM

 June 26, 2015

 Page Five

any such multiple-element arrangements. In response to the Staff’s comment, the Company has revised the disclosure on pages 74, F-8 and F-9 of the Amended Registration Statement.

6.
We note your response to prior comment 22. Please clarify your accounting for multiple arrangements that include both software and non-software elements to indicate whether the non-software elements consist of more
than one deliverable. In this regard, tell us whether each non-software element represents one unit of accounting and no one deliverable has stand-alone value. In addition, please revise to define BESP and clearly state that you could not determine
VSOE or TPE.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that
non-software elements included in multiple-element arrangements consist of a single deliverable that has stand-alone value and that represents a single unit of accounting. In response to the Staff’s comment, the Company has revised the
disclosure on pages 74, F-8 and F-9 of the Amended Registration Statement.

 Note (8) Redeemable Convertible Preferred Stock and Common Stock, page
F-18

7.
We have reviewed your response to prior comment 23. Once you have determined your price range, please disclose the accounting impact and value of the IPO Participation Payment.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it will disclose the accounting
impact and value of the IPO Participation Payment once it has determined a price range. In response to the Staff’s comment, the Company has revised the disclosure on page F-28 of the Amended Registration Statement.

Note (16) Subsequent Events (Unaudited), page F-30

8.
We note in your supplemental response letter dated June 17, 2015, that you granted additional options to acquire common stock on May 5, 2015. Please expand your subsequent events footnote disclosure to
identify this grant, including the number of options granted, as well as the exercise price.

 Response: The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 76, 79, 80 and F-31 of the Amended Registration Statement.

500 BOYLSTON STREET, BOSTON, MA 02116-3736 T: (617) 937-2300 F: (617) 937-2400 WWW.COOLEY.COM

 June 26, 2015

 Page Six

 Item 15. Recent Sales of Unregistered Securities, page II-2

9.
We note that you issued 9,091 shares of common stock as partial consideration for the acquisition of NT OBJECTives, Inc. Please disclose the facts that made the Section 4(a)(2) exemption available.

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the 9,091
shares of common stock issued as partial consideration of the acquisition of NTOBJECTives, Inc. were issued to a single accredited investor who was a security holder of NTOBJECTives, Inc. in a transaction that did not involve a public offering of
securities nor a general solicitation therefor. In response to the Staff’s comment, the Company has revised the disclosure on page II-2 of the Amended Registration Statement.

******

 Please fax any additional comment
letters concerning the Amended Registration Statement to (617) 937-2400 and direct any questions or comments concerning the Amended Registration Statement or this response letter to the undersigned at (617) 937-2357 or Richard C. Segal at
(617) 937-2332.

 Sincerely,

 /s/ Nicole C. Brookshire

 Nicole C. Brookshire

cc:
Corey Thomas, Chief Executive Officer, Rapid7, Inc.

 Steven Gatoff, Chief Financial Officer,
Rapid7, Inc.

 500 BOYLSTON STREET, BOSTON, MA 02116-3736 T: (617)
937-2300 F: (617) 937-2400 WWW.COOLEY.COM

June 2 3, 2015

Corey Thomas
Chief Executive Officer
Rapid7, Inc.
100 Summer Street
Boston, MA 02110

Re:  Rapid7, Inc.
Registration Statement on Form S-1
Filed June 11 , 2015
Amendment No. 1 to Draft Registration Statement on Form S -1
Submitted June 8, 2015
File No. 333-204874

Dear Mr. Thomas :

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise , our references to prior comments are to comments in our May 26 , 2015 letter.
References to page numbers refer to those presented in your Form S -1 referenced above.

General

1. You state on page 29 that you are aware of exports of your products by persons a nd
organizations that appear to be located in countries that are the subject of U.S.
embargoes, but you do not identify the countries.   You discuss on page 53 your sales in
the Middle East and Africa, regions that include Iran, Sudan and Syria.   Your websi te
includes a form and drop down menu that appear to allow companies in Iran, Sudan and
Syria to become your partners.

Iran, Sudan and Syria are designated by the Department of State as state sponsors of
terrorism, and are subject to U.S. economic sanctio ns and export controls.  Please
describe to us the nature and extent of your past, current, and anticipated contacts with

Corey Thomas
Rapid7, Inc.
June 2 3, 2015
Page 2

 Iran, Sudan and Syria, if any, whether through subsidiaries, affiliates, partners,
customers, joint venture or other direct or indirec t arrangements.  You should describe
any services, products, information or technology you have provided to Iran, Sudan or
Syria, directly or indirectly, and any agreements, commercial arrangements, or other
contacts you have had with the governments of th ose countries or entities they control.

2. Please discuss the materiality of any contacts with Iran, Sudan and Syria you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.   You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period.   Also, address
materiality in terms of qua litative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company's reputation and share value.   Various state and municipal
governments, universities, a nd other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.   You should address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have
operations associated with Iran, Sudan and Syria.

3. You indicate on page 55 that you believe you are well positioned to capitalize on shifts in
"enterprise information security."  Systems, equipment and co mponents for "information
security" are included in the Department of Commerce's Commerce Control List.  Please
tell us whether any  contacts with Iran, Sudan or Syria you describe in response to the
comments above involve products or technology that are du al use or otherwise have
military applications, or are included in the Commerce Control List.

4. We will contact you separately about the graphics provided in your filing.

Notes to the Consolidated Financial Statements

Note (f) Revenue recognition, page F -8

5. We note your response to prior comment 21.   Tell us when professional services are
delivered and whether such services commence upon delivery of the software
license.   Further, describe circumstances where the professional services will be provided
for a p erformance period that exceeds the maintenance and support period.

6. We note your response to prior comment 22.   Please clarify your accounting for multiple
arrangements that include both software and non -software elements to indicate whether
the non -software elements consist of more than one deliverable.   In this regard, tell us
whether each non -software element represent s one unit of accounting and no one
deliverable has stand -alone value.   In addition, please revise to define BESP and clearly
state that  you could not determine VSOE or TPE.

Corey Thomas
Rapid7, Inc.
June 2 3, 2015
Page 3

Note (8) Redeemable Convertible Preferred Stock and Common Stock, page F -18

7. We have reviewed your response to prior comment 23.   Once you have determined your
price range, please disclose the accounting impact and value of the IPO Participation
Payment.

Note (16) Subsequent Events (Unaudited), page F -30

8. We note in your supplemental response letter dated June 17, 2015, that you granted
additional options to acquire common stock on May 5, 2015.   Please expand your
subsequent events footnote disclosure to identify this grant, including the number of
options granted, as well as the exercise price.

Item 15.  Recent Sales of Unregistered Securities, page II -2

9. We note that you issued 9,091 shares of common stock as p artial consideration for the
acquisition of NT OBJECTives, Inc.  Please disclose the facts that made the Secti on
4(a)(2) exemption available.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certa in that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the ac curacy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement, please provide  a written statement from the company
acknowledging tha t:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Corey Thomas
Rapid7, Inc.
June 2 3, 2015
Page 4

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact  Ryan Rohn , Staff Accountant, at (202) 551 -3739 , or Stephen Krikorian ,
Accounting  Branch Chief, at (202) 551 -3488 , if you have questions regarding comments on the
financial s tatements and related matters.   If you have any other questions , please contact Jeff
Kauten, Attorney -Advisor, at (202) 551 -3447 , or in his absence, me at (202) 551 -3730,  with any
other questions.

Sincerely,

/s/ Barbara C. Jacobs

Barbara C. Jacobs
Assistant Director

cc:  Nicole Brookshire, Esq.
Cooley LLP

CORRESP
1
filename1.htm

CORRESP

 Nicole C. Brookshire

 T: +1 617 937 2357

nbrookshire@cooley.com

VIA EDGAR

 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK [*].

June 17, 2015

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Barbara Jacobs

RE:
Rapid7, Inc.

 Registration Statement on Form S-1

Filed: June 11, 2015

CIK No. 0001560327

File No. 333-204874

 Ladies and
Gentlemen:

 On behalf of Rapid7, Inc. (the “Company”) and in connection with the Company’s Registration Statement on Form S-1
(File No. 333-204874), originally confidentially submitted to the Securities and Exchange Commission (the “Commission”) on April 29, 2015 and originally filed with the Commission on June 11, 2015 (the
“Registration Statement”), we submit this supplemental letter to the staff (the “Staff”) with respect to the Company’s preliminary estimate of the price range for its initial public offering.
Capitalized terms used in this letter but otherwise not defined herein shall have the meanings assigned to such terms in the Registration Statement.

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential
treatment for selected portions of this letter. This Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the
Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations, as well as a copy
of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

The Company advises the Staff that the Company currently estimates a preliminary price range of $[*] — $[*] per share for its initial public offering
(the “Preliminary Price Range”). The

 500 BOYLSTON STREET,
BOSTON, MA 02116-3736 T: (617) 937-2300 F: (617) 937-2400 WWW.COOLEY.COM

 CONFIDENTIAL TREATMENT REQUESTED BY RAPID7, INC.

 June 17, 2015

 Page Two

Preliminary Price Range has been determined based, in part, upon current market conditions and input received from the lead underwriters, including discussions that took place on June 11,
2015 between the Company’s board of directors, senior management of the Company and representatives of Morgan Stanley & Co. LLC and Barclays Capital Inc. The lead underwriters for the proposed initial public offering first communicated
their estimated Preliminary Price Range to the Company on June 11, 2015. The Company notes that it currently expects to include a $2.00 price range within the Preliminary Price Range in its preliminary prospectus, but the parameters of that
final price range will be subject to then-current market conditions, continuing discussions with the underwriters and further business developments impacting the Company.

On May 5, 2015, the Company granted options to acquire its common stock at an exercise price of $10.88 per share based on a contemporaneous valuation of
the Company’s common stock as of March 31, 2015.

 For the May 5, 2015 stock option grants, the Company’s board of directors determined
the fair market value of the Company’s common stock on the date of grant to be $10.88 per share based on a number of factors, including a contemporaneous third-party valuation as of March 31, 2015 and the Company’s earnings history
and financial performance, as well as its current prospects and expected operating results. More specifically, the Company’s board of directors considered, among other things: (1) the present value of the Company’s anticipated future
cashflows, (2) the value of the Company’s tangible and intangible assets, (3) recent material events, (4) the Company’s operating results, (5) the market value of equity interests in substantially similar businesses,
which equity interests can be valued through nondiscretionary, objective means, (6) recent arm’s length transactions involving the sale or transfer of the Company’s common stock or other equity interests, (7) changes in control
premiums or discounts for lack of marketability and (8) other factors that the Company’s board of directors deemed material in order to determine in good faith the fair market value per share of the Company’s common stock. In
approving the May 5, 2015 stock option grants, the Company’s board of directors determined that on the grant date no material business or market developments had occurred since the valuation date of March 31, 2015 that would warrant a
change in the valuation of the Company’s common stock.

 The valuation as of March 31, 2015 was determined using the hybrid method. The OPM was
weighted assuming a 40% probability of occurrence of a long-term liquidity event and the PWERM was weighted assuming a 60% probability of occurrence of an IPO. With respect to the OPM, the enterprise value was determined by using a combination of an
income and market approaches. An enterprise value under the income approach was estimated based on the estimated present value of the Company’s future cash flows, which was weighted at 50%. An enterprise value under the market approach was
based on the application of market multiples to the Company’s last-twelve-months and forward-looking revenues, which was weighted at 50%. With respect to the present value of future estimated cash flows under the income approach, the Company
applied a discount rate of 25% and a revenue multiple terminal value that was determined based upon a guideline public company analysis considering companies of relative size, growth and profitability. Finally, the Company’s OPM enterprise
value reflected a non-marketability discount of 15%. With respect to the PWERM, the enterprise value was estimated based upon a revenue multiple that fell between the range of the 25th percentile and the median

 500 BOYLSTON STREET,
BOSTON, MA 02116-3736 T: (617) 937-2300 F: (617) 937-2400 WWW.COOLEY.COM

 June 17, 2015

 Page Three

of guideline IPO transactions. For the purposes of the PWERM, the Company estimated an IPO date of September 30, 2015 and used a risk adjusted discount rate of 35%. Finally, the
Company’s PWERM enterprise value reflected a non-marketability discount of 10%.

 The Company respectfully submits to the Staff that the increase in
value between the May 5, 2015 option grants and the Preliminary Price Range is reasonable. Specifically, the Company received an independent third-party valuation of its common stock as of March 31, 2015 that indicated that the fair market
value of the common stock on that date was $10.88 per share. As noted above, in this valuation, a hybrid method was used to develop a probability-weighted estimate of the value of the Company’s common stock based on an assessment of two future
scenarios - a successful IPO by September 30, 2015 with a 60% probability; and a non-IPO long-term liquidity event, with a 40% probability. Further, as noted above, lack of marketability discounts were applied to the Company’s common
stock.

 In contrast, the Preliminary Price Range is for a single outcome that necessarily assumes that the IPO has occurred and a public market for the
Company’s common stock has been created. The Preliminary Price Range does not take into account the current lack of liquidity for the Company’s common stock and assumes a successful initial public offering, with no discount reflecting the
estimated timing of such offering nor any weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company or being sold in an acquisition transaction. As a result, unlike the valuations performed
in connection with the Company’s stock option grants as a private company, the Preliminary Price Range excludes any discount for the Company’s common stock and takes into account that the IPO would provide significant cash proceeds to the
Company to help fuel its growth and substantially strengthen its balance sheet.

 The Company supplementally advises the Staff that the Company believes
that the difference between the most recent fair market value of its common stock for stock option grant purposes, as determined by the Company’s board of directors in May 2015, and the Preliminary Price Range is in part attributable to the
fact that the valuations for stock option grants took into account a discount for lack of marketability that the Company believes will continue to apply until the Company completes its initial public offering. In addition, the discount applicable to
the May 5, 2015 stock option grants, as compared to the Preliminary Price Range, is supported by (1) the inherent uncertainty of completing a successful initial public offering, (2) the possibility that the actual initial public
offering price could be substantially lower than the Preliminary Price Range recommended by the Company’s underwriters and (3) the 180-day lock-up agreement to which the shares underlying the stock options will be subject following the
initial public offering. Further, since the May 5, 2015 stock options were granted, recent public offerings by other technology companies have been consummated at favorable valuations and the trading price of the common stock of such companies
has generally been strong following the consummation of such offerings. These recent market developments have had a positive impact on the Company’s anticipated valuation, which is reflected in the Preliminary Price Range.

The Company advises the Staff that it will disclose the valuation considerations related to the May 5, 2015 stock option grants and a bona fide
preliminary price range in a pre-effective amendment to the Registration Statement prior to the distribution of any preliminary prospectus that would shortly precede the commencement of the Company’s road show process. We are providing this
information to the Staff supplementally to facilitate the Staff’s review process.

 500 BOYLSTON STREET,
BOSTON, MA 02116-3736 T: (617) 937-2300 F: (617) 937-2400 WWW.COOLEY.COM

 June 17, 2015

 Page Four

 We hereby further request, pursuant to Rule 418(b) under the Securities Act of 1933, as amended, the return
of the unredacted version of this letter. The Company believes that return of the supplemental information contained in this letter will protect the interests of investors and is consistent with the provisions of the Freedom of Information Act by
maintaining in confidence the potential valuation of the Company that may, if disseminated, negatively impact the trading in the stock of the Company following the Company’s initial public offering. The Company advises the Staff that it has not
filed the supplemental information subject to this request in electronic format. Please return this letter to the Company, in care of the undersigned, a responsible representative of the Company, at 500 Boylston Street, Boston, Massachusetts 02116.

 Please contact undersigned at (617) 937-2357 or Richard C. Segal at (617) 937-2332 with any questions or comments regarding the above.

Very truly yours,

/s/ Nicole C. Brookshire

Nicole C. Brookshire

cc:
Corey Thomas, Chief Executive Officer, Rapid7, Inc.

 Steven Gatoff, Chief Financial Officer,
Rapid7, Inc.

 500 BOYLSTON STREET,
BOSTON, MA 02116-3736 T: (617) 937-2300 F: (617) 937-2400 WWW.COOLEY.COM

May 26, 2015

Corey Thomas
Chief Executive Officer
Rapid7, Inc.
100 Summer Street
Boston, MA 02110

Re:  Rapid7, Inc.
Confidential Draft Registration Statement on Form S-1
Submitted April 29, 2015
CIK: 0001560327

Dear Mr. Thomas :

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumst ances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may hav e additional
comments.

General

1. Please update your financial statements through March 31, 2015.  Refer to Rule 3 -12 of
Regulation S -X.

2. Please supplementally  provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not  they retain copies of the communications.

3. We will process your amendments without price ranges.  Since the price range you select
will affect disclosure in several sections of the filing, we will need sufficient time to
process your amendments once a pri ce range is included and the material information
now appearing blank throughout the document has been provided.  The effect of the price

Corey Thomas
Rapid7, Inc.
May 26, 2015
Page 2

 range on disclosure throughout the document may cause us to raise issues on areas not
previously commented on.

4. Please supplementally provide us with copies of any graphical materials or artwork you
intend to use in your prospectus.  Upon review of such materials, we may have further
comments.   For guidance, refer to Question 101.02 of our Securities Act Forms
Complianc e and Disclosure Interpretations .

5. Please specifically disclose the factual basis for , and the context of , all your beliefs,
understandings, estimates, and opinions set forth in the registration statement.  You must
be able to substantiate on a reasonable basis all of the projections, statistics and asse rtions
that you cite.  Examples of assertions or referenc es that need support include the
following:

 your statement that you  are a leading provider of security data and analytics
solutions (pages 1, 4, 52, 72, 77 and 87);

 your statement that you offer industry -leading vulnerability management products
(pages 1 and 72);

 your statement that your technology solutions revolutionize the practice of cyber
security (page 1);

 your statement that you deploy a variety of industry -leading practices (page 81);

 your statement that Metasploit is an industry -leading penet ration testing software
(page 83); and

 your statement that you provide industry -leading security experts and experience
(page 84).

6. With respect to every third -party statement in your prospectus, such as the information
provided by Frost & Sullivan, Gartn er, Inc., International Data Corporation, Mandiant,
PricewaterhouseCoopers LLP, RAND Corporation and Verizon Communications Inc.,
please provide us with copies of the relevant portions of the industry research reports you
cite.  To expedite our review, ple ase clearly mark each source to highlight the applicable
portion or section containing the statistic, and cross -reference it to the appropriate
location in your prospectus.   Also, tell us whether you commissione d any of the studies
or reports and disclose the date of each report.

Corey Thomas
Rapid7, Inc.
May 26, 2015
Page 3

 Prospectus Summary

Corporate Information, page 6

7. Please revise to disclose the percentage of ownership that your directors, executive
officers and beneficial owners of more than five percent of any class of voting securities
will hold in the company  after the offering .

Risks Related to Government Regulation, Data Collection, Intellectual Property and Litigation

Assertions by third parties of infringement or other violations… , page 32

8. We note that you are currently involved  in a patent infringement lawsuit.  Please revise to
disclose the claims underlying the lawsuit and whether you anticipate the lawsuit having
a material effect on your ability to conduct your business.

Use of Proceeds, page 43

9. You disclose that you will use the net proceeds from the offering for “working capital
and other general corporate purposes”  as well as the repayment of your term loan with
Silicon Valley Bank .  Please revise to provide more details regarding what constitutes
“working capital and ot her general corporate purposes.”  In this regard, consider
disclosing the amount of proceeds that you plan to use to grow your business.  This
section does not require disclosure of definitive plans and it is acceptable to provide a
quantitative discussion  of preliminary plans.  Refer to Item 504 of Regulation S -K and
Instruction 7 to Item 504.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview, page 52

10. Please revise to expand your overview section to highlight the material challenges and
risks, such as those presented by material trends and uncertainties, on which management
is most focused, as well as the actions being taken to address them.  Refer to  Item 303(a)
of Regulation S -K and SEC Release No. 33 -8350.

Critical Accounting Policies

Stock -Based Compensation, page 68

11. Please expand your disclosure to describe how you estimate each of the assumptions used
in your Black -Scholes option pricing model.

Corey Thomas
Rapid7, Inc.
May 26, 2015
Page 4

 Common Stock Valuation Methodology, page 69

12. Please reconcile the sales price for your Series D preferred stock to your estimated fair
value of your shares of common stock.  In this regard, describe the factors that explain
the differences in the amounts.

13. We note that you identify several methods used to determine the estimated fair value of
common stock at each valuation date.  Please provide additional disclosure that indicates
when you used each of these methods.  Further, revise to describe the extent to which the
estimates are considered highl y complex and subjective.

Goodwill and other intangible assets, page 70

14. Disclose whether you have concluded that goodwill does not exist at reporting units that
are at risk of failing step one of the impairment test or that no reporting units are at risk .
If the goodwill is at risk of impairment, disclose the percentage by which fair value
exceeded carrying value as of the date of the most recent test.

Business

Legal Proceedings, page 89

15. Please tell us what consideration you gave to disclosing the o ngoing patent infringement
lawsuit in this section.  Refer to Item 103 of Regulation S -K.

Certain Relationships and Related Party Transactions

Series D Preferred Stock Financing, page 110

16. Please file the stock purchase agreement as an exhibit  to more fully disclose the terms
under which the Series D preferred stock was sold .  Refer to Item 601(b)(10)(ii)(A) of
Regulation S -K.

Investors’ Rights, Voting and Co -Sale Agreements, page 110

17. Please disclose the directors, executive officers and beneficial owners of more than five
percent of any class of voting securities that are parties to the investors’ rights, voting and
right of first refusal and co -sale agreements.   Refer to Item 404(a) of Regulation S -K.

Principal Stockholders, page 113

18. Please revise the disclosure regarding Mr. Holzman’s shares to include those shares
owned by e ntities affiliated with Bain Capital Venture Partners, LLC .  Refer to Item
403(b) of Regulation S -K.

Corey Thomas
Rapid7, Inc.
May 26, 2015
Page 5

Underwriters

Directed Share Program, page 132

19. We note that a percentage of the shares being offered by the prospectus will be offered
through a directed share program to “ other individuals associated with us and members of
their families .”  Please expand disclosure in your underwriting section to describe with
more specificity the nature of the “association” between you and the individuals to whom
shares will be offered and state whether the shares to be offered through the directed
share program will be subject to lock -up agreements.

Notes to the Consolidated Financial Statements, page F -7

20. Provide a footnote disclosure to disclose the date through which subsequent events have
been evaluated and the nature of this date.  Refer to FASB ASC 855 -10-50-1.

Note (e) Revenue recognition, page F -7

21. Clarify whether the  professional services are bundled with your multiple element
arrangements and if revenue is recognized ratably over the contract term.  Indicate
whether revenue recognition on these arrangements is deferred until the completion of
such professional servic es.  Further, clarify how you account for set -up and multiple
element cost s associated with these services.  Identify the accounting literature that
supports your conclusion.

22. Tell us whether the cloud or managed services are subject to ASC 985 -605.  In this
regard, even though the revenue attribution for elements within the multiple element
arrangements is the same the accounting should comply with ASC 605 -25.  If the
arrangeme nt is subject to different standards, you should describe how you allocate and
separate the units of accounting.

Note (8) Redeemable convertible preferred stock and common stock, page F -16

23. Please provide an analysis supporting your accounting for the I PO participation payment
as a beneficial conversion feature of the Series D preferred stock.

24. Describe how you are accounting for the redemption feature on your preferred stock that
is redeemable at fair value for cash.   Provide an accounting analysis th at cites the
accounting literature that supports your conclusion.

Corey Thomas
Rapid7, Inc.
May 26, 2015
Page 6

 Note (12) Commitments and Contingencies

(c) Litigation and Claims, page F -27

25. We note your disclosure in a risk factor on page 32 that you are currently involved in a
patent lawsuit.   We further note your disclosure that you do not expect any liabilities
from claims to have a material adverse effect.   If there is at least a reasonable possibility
that a loss exceeding amounts already recognized may have been incurred please either
disclose  an estimate (or, if true, state that the estimate is immaterial in lieu of providing
quantified amounts) of the additional loss or range of loss, or state that such an estimate
cannot be made. Please refer to FASB ASC 450 -20-50.  If you conclude that you cannot
estimate the reasonably possible additional loss or range of loss, please supplementally:
(1) explain to us the procedures you undertake on a quarterly basis to attempt to develop
a range of reasonably possible loss for disclosure and (2) for each m aterial matter, what
specific factors are causing the inability to estimate and when you expect those factors to
be alleviated. We recognize that there are a number of uncertainties and potential
outcomes associated with loss contingencies. Nonetheless, an  effort should be made to
develop estimates for purposes of disclosure, including determining which of the
potential outcomes are reasonably possible and what the reasonably possible range of
losses would be for those reasonably possible outcomes.

Note ( 14) Segment Information and Information about Geographic Areas, page F -28

26. Tell us your consideration of disclosing revenues from external customers attributed to
the United States.   Refer to FASB ASC 280 -10-50-41a.

27. We note your detailed discussion beginning on page 82 discussing your three offerings:
Threat Exposure Management, Incident Detection and Response, and Security Advisory
Services.   Please tell us your consideration of breaking out your revenue for each of these
three offerings.   Refer to FASB ASC 280 -10-50-40.

You may contact  Ryan Rohn , Staff Accountant, at (202) 551 -3739 , or Stephen Krikorian ,
Accounting  Branch Chief, at (202) 551 -3488 , if you have questions regarding comments on the
financial s tatements  and related matters.  If you have any other questions , please contact Jeff
Kauten, Attorney -Advisor, at (202) 551 -3447 , or in his absence, me at (202) 551 -3730,  with any
other questions.

Sincerely,

/s/ Barbara C. Jacobs

Barbara C. Jacobs
Assistant Director

Corey Thomas
Rapid7, Inc.
May 26, 2015
Page 7

cc:  Nicole Brookshire, Esq.
Cooley LLP