FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ABS VENTURES IX L P
2. Issuer Name and Ticker or Trading Symbol

EVERBRIDGE, INC. [ EVBG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

950 WINTER STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

9/21/2016
(Street)

WALTHAM, MA 02451
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   9/21/2016     C    3106459   A   (1) 3106459   D   (2)  
Common Stock   9/21/2016     C    3331153   A   (3) 6437612   D   (2)  
Common Stock   9/21/2016     S (4)    563275   D $11.16   (4) 5874337   D   (2)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock     (1) 9/21/2016     C         3106459      (1)   (1) Common Stock   3106459     (1) 0   D   (2)  
Series A-1 Preferred Stock     (3) 9/21/2016     C         3331153      (3)   (3) Common Stock   3331153     (3) 0   D   (2)  

Explanation of Responses:
( 1)  The Series A Preferred Stock, which had no expiration date, automatically converted to common stock on a 1-for-1 basis upon the completion of the Issuer's initial public offering.
( 2)  The shares are held in the name of ABS Ventures IX, L.P. ("ABS"). Calvert Capital V LLC ("CCV"), the general partner of ABS, and R. William Burgess, Jr., a managing member of CCV, have indirect beneficial ownership of the shares held by ABS.
( 3)  The Series A-1 Preferred Stock, which had no expiration date, automatically converted to common stock on a 1-for-1 basis upon the completion of the Issuer's initial public offering.
( 4)  The shares were sold in the Issuer's initial public offering, pursuant to a Form S-1 Registration Statement which was declared effective on September 15, 2016. The reported sale price reflects the price at which the shares were sold to the underwriters.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ABS VENTURES IX L P
950 WINTER STREET
WALTHAM, MA 02451

X

CALVERT CAPITAL V L.L.C.
950 WINTER STREET
WALTHAM, MA 02451

X

Burgess R William JR
950 WINTER STREET
WALTHAM, MA 02451

X


Signatures
/s/ Richard Segal, Attorney-in-Fact for ABS Ventures IX, L.P. 9/21/2016
** Signature of Reporting Person Date

/s/ Richard Segal, Attorney-in-fact for Calvert Capital V L.L.C. 9/21/2016
** Signature of Reporting Person Date

/s/ Richard Segal, Attorney-in-Fact for R. William Burgess, Jr. 9/21/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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