Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 1:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Everbridge,
Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
29978A104
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1.
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Names of
Reporting Persons
Marc Stad
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,115,438 shares of Common Stock
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,115,438 shares of Common Stock
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,115,438 shares of Common Stock
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
7.8%
(1)
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12.
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Type of Reporting Person (See
Instructions)
IN
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1
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Based on 27,148,042 shares of Common Stock outstanding as of October 31, 2016, as reported in the Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission (the SEC) on
November 11, 2016.
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1.
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Names of
Reporting Persons
Dragoneer Global Fund II GP, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,115,438 shares of Common Stock
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,115,438 shares of Common Stock
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,115,438 shares of Common Stock
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
7.8%
(1)
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12.
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Type of Reporting Person (See
Instructions)
OO
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1
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Based on 27,148,042 shares of Common Stock outstanding as of October 31, 2016, as reported in the Form 10-Q filed by the Issuer with the SEC on November 11, 2016.
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1.
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Names of
Reporting Persons
Dragoneer Global Fund II, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,115,438 shares of Common Stock
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,115,438 shares of Common Stock
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,115,438 shares of Common Stock
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
7.8%
(1)
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12.
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Type of Reporting Person (See
Instructions)
PN
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1
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Based on 27,148,042 shares of Common Stock outstanding as of October 31, 2016, as reported in the Form 10-Q filed by the Issuer with the SEC on November 11, 2016.
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1.
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Names of
Reporting Persons
Dragoneer Investment Group, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
2,115,438 shares of Common Stock
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
2,115,438 shares of Common Stock
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,115,438 shares of Common Stock
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount
in Row (9)
7.8%
(1)
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12.
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Type of Reporting Person (See
Instructions)
IA
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1
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Based on 27,148,042 shares of Common Stock outstanding as of October 31, 2016, as reported in the Form 10-Q filed by the Issuer with the SEC on November 11, 2016.
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Everbridge, Inc. (the Company)
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(b)
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Address of Issuers Principal Executive Offices
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25 Corporate Drive, Suite 400
Burlington, MA 01803
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(a)
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Name of Person Filing
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This Schedule 13G/A (the Schedule 13G) is being filed
jointly by each of Marc Stad, Dragoneer Global Fund II GP, LLC, Dragoneer Global Fund II, L.P., and Dragoneer Investment Group, LLC (collectively, the Reporting Persons) pursuant to the Joint Filing Agreement filed as Exhibit A to the
Schedule 13G filed by the Reporting Persons on September 26, 2016.
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(b)
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Address of Principal Business Office or, if none, Residence
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The address of the principal
business office for all Reporting Persons is:
1 Letterman Dr., Bldg C, Ste 3950
San Francisco, CA 94129
The citizenship or place of organization of each of the Reporting Persons is set
forth on such Reporting Persons cover page.
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(d)
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Title of Class of Securities
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Common Stock, par value $0.001 per share (the Common
Stock)
29978A104
Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not Applicable.
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with § 240.13d1(b)(1)(ii)(J);
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(k)
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Group, in accordance with § 240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
§ 240.13d1(b)(1)(ii)(J), please specify the type of institution:
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The information set forth in Rows 5 through 11 of the cover pages to this Schedule 13G is
incorporated herein by reference for each Reporting Person.
Dragoneer Global Fund II, L.P. (Fund) holds a total of 2,115,438 shares of Common
Stock of the Company. Dragoneer Global Fund II GP, LLC (GP) is the sole general partner of the Fund. Dragoneer Investment Group, LLC (the Advisor) is a registered investment advisor under the Investment Advisers Act of 1940,
as amended, and the investment adviser to the Fund. Marc Stad is the managing member of the Advisor and the GP. By virtue of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the Common Stock of the
Company held by the Fund.
Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Not Applicable.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not Applicable.
Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
Item 9.
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Notice of Dissolution of Group
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Not Applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control
of the
issuer
of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 14, 2017
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/s/ Marc Stad
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Marc Stad
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DRAGONEER GLOBAL FUND II GP, LLC
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By:
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/s/ Pat Robertson
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Name: Pat Robertson
Title: Chief Operating
Officer
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DRAGONEER GLOBAL FUND II, L.P.
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By:
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Dragoneer Global Fund II G.P., LLC, its General Partner
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By:
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/s/ Pat Robertson
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Name: Pat Robertson
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DRAGONEER INVESTMENT GROUP, LLC
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By:
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/s/ Pat Robertson
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Name: Pat Robertson
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