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