0000950170-24-080821.txt : 20240702 0000950170-24-080821.hdr.sgml : 20240702 20240702174307 ACCESSION NUMBER: 0000950170-24-080821 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: Barney Bryan Reed CENTRAL INDEX KEY: 0001961022 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37874 FILM NUMBER: 241097333 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 0001961022 Barney Bryan Reed C/O EVERBRIDGE, INC. 25 CORPORATE DRIVE, SUITE 400 BURLINGTON MA 01803 false true false false CHIEF PRODUCT OFFICER false Common Stock 2024-07-02 4 D false 20038 35 D 0 D Restricted Stock Unit 2024-07-02 4 D false 62500 D Common Stock 62500 0 D Performance Stock Unit 2024-07-02 4 D false 100000 D Common Stock 100000 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. Twenty-five percent (25%) of the total number of RSUs shall vest on December 30, 2023 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, 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