0000950170-24-080786.txt : 20240702 0000950170-24-080786.hdr.sgml : 20240702 20240702173030 ACCESSION NUMBER: 0000950170-24-080786 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: MATHY KENT CENTRAL INDEX KEY: 0001684548 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37874 FILM NUMBER: 241097238 MAIL ADDRESS: STREET 1: C/O EVERBRIDGE, INC. STREET 2: 25 CORPORATE DRIVE, SUITE 400 CITY: BURLINGTON STATE: MA ZIP: 01803 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 4 1 ownership.xml 4 X0508 4 2024-07-02 true 0001437352 EVERBRIDGE, INC. EVBG 0001684548 MATHY KENT C/O EVERBRIDGE, INC. 25 CORPORATE DRIVE, SUITE 400 BURLINGTON MA 01803 true false false false false Common Stock 2024-07-02 4 D false 20115 35 D 0 D Stock Option (Right to Buy) 24.87 2024-07-02 4 D false 5000 D 2018-05-16 2027-05-16 Common Stock 5000 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"). This option was fully vested at the Effective Time. At the Effective Time, each fully vested Option was cancelled and converted solely into the right to receive a cash payment equal to (a) the total number of shares of common stock subject to such vested Option multiplied by (b) the excess, if any, of the Merger Consideration over the per share exercise price of such vested Option, without interest, subject to the terms and conditions of the Merger Agreement. /s/ Noah F. Webster, Attorney-in-Fact 2024-07-02