0000950170-24-080793.txt : 20240702 0000950170-24-080793.hdr.sgml : 20240702 20240702173415 ACCESSION NUMBER: 0000950170-24-080793 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: Devlin-Lebow Shirley E CENTRAL INDEX KEY: 0001866913 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37874 FILM NUMBER: 241097269 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 4 1 ownership.xml 4 X0508 4 2024-07-02 true 0001437352 EVERBRIDGE, INC. EVBG 0001866913 Devlin-Lebow Shirley E C/O EVERBRIDGE, INC. 25 CORPORATE DRIVE, SUITE 400 BURLINGTON MA 01803 false true false false Chief Accounting Officer false Restricted Stock Unit 2024-07-02 4 D false 20000 D Common Stock 20000 0 D Each restricted stock unit ("RSU") represents the contingent right to receive one share of the Issuer's common stock. 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. Twenty-five percent (25%) of the total number of RSUs shall vest on March 31, 2025 and the remaining RSUs shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person remaining in the service of Issuer through each vesting date. At the effective time of the Merger (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. /s/ Noah F. Webster, Attorney-in-Fact 2024-07-02