0000950170-24-080806.txt : 20240702
0000950170-24-080806.hdr.sgml : 20240702
20240702173912
ACCESSION NUMBER: 0000950170-24-080806
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: Rockvam David E
CENTRAL INDEX KEY: 0001678037
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37874
FILM NUMBER: 241097314
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
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ownership.xml
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X0508
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2024-07-02
true
0001437352
EVERBRIDGE, INC.
EVBG
0001678037
Rockvam David E
C/O EVERBRIDGE, INC.
25 CORPORATE DRIVE, SUITE 400
BURLINGTON
MA
01803
false
true
false
false
Chief Financial Officer
false
Restricted Stock Unit
2024-07-02
4
D
false
115000
D
Common Stock
115000
0
D
Performance Stock Unit
2024-07-02
4
D
false
115000
D
Common Stock
115000
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 February 28, 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.
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 the Issuer's Form 10-Q for the quarter ended March 31, 2026, up to 62.5% of the PSUs will become eligible to vest based on (a) the compound annual growth rate (CAGR) achieved during the eight fiscal quarters ending December 31, 2025, weighted at
50%, and (b) the adjusted earnings before interest, taxes, depreciation, and amortization ("AEBITDA"), weighted at 50%. Upon the filing of the Issuer's Form 10-Q for the quarter ended March 31, 2027, up to an additional 62.5% of the PSUs will become eligible to vest
based on (a) the CAGR achieved during the twelve fiscal quarters ending December 31, 2026, weighted at 50%, and (b) the AEBITDA weighted at 50%.
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