Statement of Changes in Beneficial Ownership (4)
August 09 2017 - 5:29PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
ABS VENTURES IX L P
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2. Issuer Name
and
Ticker or Trading Symbol
EVERBRIDGE, INC.
[
EVBG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
950 WINTER STREET,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/7/2017
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(Street)
WALTHAM, MA 02451
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
(1)
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8/7/2017
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J
(2)
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1640437
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D
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$0.00
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3010000
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D
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Common Stock
(3)
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73900
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D
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Common Stock
(3)
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8/7/2017
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J
(4)
(5)
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25123
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D
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$0.00
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0
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D
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Common Stock
(6)
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20273
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D
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Common Stock
(7)
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403
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I
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By controlled corp.
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Common Stock
(1)
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8/7/2017
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S
(8)
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10000
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D
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$22.0707
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3000000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Refers to shares held in the name of ABS Ventures IX, L.P. ("ABS"). Calvert Capital V L.L.C. ("CCV"), the general partner of ABS, and R. William Burgess, Jr. ("Burgess"), a managing member of CCV, have indirect beneficial ownership of the shares held by ABS.
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(2)
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ABS made a pro-rata distribution for no consideration of Common Stock of Everbridge, Inc. (the "Issuer") to its general partner and limited partners on August 7, 2017. The limited partners received 1,640,437 shares in the distribution. CCV, general partner of ABS, received 73,900 shares in the distribution (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13). The total number of shares distributed was 1,714,337 shares.
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(3)
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Refers to shares held by CCV (see footnote 2).
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(4)
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CCV, a limited liability company organized in a manner similar to a limited partnership, made a pro rata distribution for no consideration to its members on August 7, 2017. 25,123 shares were distributed to certain non-managing members and 48,777 shares were distributed as follows: (i) CCV managing member Burgess received 15,494 shares and his IRA received 4,779 shares (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13), (ii) Calvert Capital Management Company ("CCMC"), a company which is controlled by CCV managing members Burgess and Bruns Grayson ("Grayson"), received 403 shares (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13),
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(5)
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(continued from footnote 4) (iii) CCV managing member Grayson, a director of the Issuer who files Section 16 reports separately, received 26,082 shares and a trust for his daughter (of which he is the sole trustee) received 2,019 shares (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13). The total number of shares distributed was 73,900 shares.
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(6)
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Refers to shares held by Burgess or his IRA (see footnote 4).
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(7)
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Refers to shares held by CCMC (see footnote 4).
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(8)
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Represents the weighted average price for 10,000 shares sold within the range of $21.90 to $22.22. Information regarding the number of shares sold at each separate price will be made available from the reporting person upon request by the SEC, the issuer or its shareowners.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ABS VENTURES IX L P
950 WINTER STREET
WALTHAM, MA 02451
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X
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CALVERT CAPITAL V L.L.C.
C/O ABS VENTURES IX, L.P.
950 WINTER STREET
WALTHAM, MA 02451
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X
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Burgess R William JR
C/O ABS VENTURES IX, L.P.
950 WINTER STREET
WALTHAM, MA 02451
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X
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Signatures
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/s/ R. William Burgess, Jr., on behalf of ABS Ventures IX LP
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8/9/2017
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**
Signature of Reporting Person
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Date
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/s/ R. William Burgess, Jr., on behalf Calvert Capital V L.L.C.
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8/9/2017
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**
Signature of Reporting Person
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Date
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/s/ R. William Burgess, Jr., individual
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8/9/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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