0000950170-24-080769.txt : 20240702
0000950170-24-080769.hdr.sgml : 20240702
20240702172347
ACCESSION NUMBER: 0000950170-24-080769
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240702
FILED AS OF DATE: 20240702
DATE AS OF CHANGE: 20240702
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WAGNER DAVID
CENTRAL INDEX KEY: 0001229950
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37874
FILM NUMBER: 241097144
MAIL ADDRESS:
STREET 1: 2711 N. HASKELL AVENUE
STREET 2: SUITE 2300
CITY: DALLAS
STATE: TX
ZIP: 75204
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: EVERBRIDGE, INC.
CENTRAL INDEX KEY: 0001437352
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 25 CORPORATE DRIVE
STREET 2: SUITE 400
CITY: BURLINGTON
STATE: MA
ZIP: 01803
BUSINESS PHONE: 818-230-9700
MAIL ADDRESS:
STREET 1: 25 CORPORATE DRIVE
STREET 2: SUITE 400
CITY: BURLINGTON
STATE: MA
ZIP: 01803
FORMER COMPANY:
FORMER CONFORMED NAME: 3N GLOBAL INC
DATE OF NAME CHANGE: 20080611
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ownership.xml
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2024-07-02
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0001437352
EVERBRIDGE, INC.
EVBG
0001229950
WAGNER DAVID
C/O EVERBRIDGE, INC.
25 CORPORATE DRIVE
BURLINGTON
MA
01803
true
true
false
false
Chief Executive Officer
false
Common Stock
2024-07-02
4
D
false
65474
35
D
0
D
Restricted Stock Unit
2024-07-02
4
D
false
112500
D
Common Stock
112500
0
D
Performance Stock Unit
2024-07-02
4
D
false
200000
D
Common Stock
200000
0
D
On July 2, 2024, Project Emerson Merger Sub, Inc. ("Merger Sub") completed its merger (the "Merger") with and into the Issuer pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of February 29, 2024 (the "Merger Agreement"), by and
among the Issuer, Everbridge Holdings, LLC (formerly known as Project Emerson Parent, LLC) ("Parent"), and Merger Sub, which amends and restates that certain Agreement and Plan of Merger, dated as of February 4, 2024, by and among the Issuer, Parent and Merger
Sub.
At the effective time of the Merger (the "Effective Time"), each outstanding share of common stock was cancelled and converted into the right to receive a cash payment per share of $35.00, without interest, subject to the terms and conditions of the Merger Agreement
(the "Merger Consideration").
Each restricted stock unit ("RSU") represents the contingent right to receive one share of the Issuer's common stock.
On July 27, 2022, the reporting person was granted restricted stock units (RSUs) which vested as to 25% on December 31, 2022 and the remaining 75% of the RSUs vested or will vest in equal installments over twelve calendar quarters, with the first such installment
vesting on October 31, 2023.
At the Effective Time, each unvested RSU was canceled and converted solely into the contingent right to receive a cash payment of $35.00 per share of common stock subject to such unvested RSU, without interest, subject to the terms and conditions of the Merger
Agreement, which resulting payment will be subject to the same vesting terms and conditions that the unvested RSUs were subject to immediately prior to the Effective Time.
Each performance-based restricted stock units ("PSU") represents the contingent right to receive one share of the Issuer's common stock.
Upon the filing of Issuer's Form 10-Q for the quarter ended June 30, 2024, up to 75% of the PSUs will become eligible to vest based on the compound annual growth rate (CAGR) achieved during the eight fiscal quarters ending December 31, 2023. Upon the filing of the
Issuer's Form 10-Q for the quarter ended June 30, 2025, up to an additional 75% of the PSUs will become eligible to vest based on the CAGR achieved during the twelve fiscal quarters ending December 31, 2024.
At the Effective Time, each unvested PSU was canceled and converted solely into the contingent right to receive a cash payment of $35.00 per share of common stock that such unvested PSU would settle for at target achievement of the applicable performance metrics,
without interest, subject to the terms and conditions of the Merger Agreement, which resulting payment will be subject to the same vesting terms and conditions that the unvested PSUs were subject to immediately prior to the Effective Time, as modified in the Merger
Agreement.
/s/ Noah F. Webster, Attorney-in-Fact
2024-07-02