SEC Filing | Everbridge, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Brickley Patrick

(Last)

(First)

(Middle)

C/O EVERBRIDGE, INC.

25 CORPORATE DRIVE

(Street)

BURLINGTON

01803

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2019

3. Issuer Name and Ticker or Trading Symbol
EVERBRIDGE, INC. [ EVBG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	07/14/2025	Common Stock	543	13.6275	D
Stock Option (Right to Buy)	⁽²⁾	02/14/2028	Common Stock	34,375	33.06	D
Restricted Stock Unit	⁽³⁾	⁽⁴⁾	Common Stock	4,020	0.00	D
Performance-based Restricted Stock Unit	⁽⁵⁾	⁽⁴⁾	Common Stock	62,500	0.00	D
Restricted Stock Unit	⁽⁶⁾	⁽⁴⁾	Common Stock	62,500	0.00	D

Explanation of Responses:

1. 25% of the shares subject to the Stock Option vested and became exercisable on July 15, 2016, and the remaining shares will vest in 12 equal quarterly installments thereafter.

2. 25% of the shares subject to the Stock Option vested and became exercisable on November 20, 2018, and the remaining shares will vest in 12 equal quarterly installments thereafter.

3. Represents a grant of restricted stock units under the Everbridge, Inc. 2016 Equity Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of Everbridge common stock. 33% of the restricted stock units vested on November 30, 2018, and, subject to accelerated vesting in certain circumstances, the remaining restricted stock units are scheduled to vest 33% on November 30, 2019, and 34% on November 30, 2020, as long as the reporting person remains in the service of Everbridge through the respective vesting date.

4. Not Applicable

5. Represents a grant of performance-based restricted stock units ("PSU") under the Everbridge, Inc. 2016 Equity Incentive Plan. Each PSU represents the contingent right to receive, upon vesting of the unit, one share of Everbridge common stock. Up to sixty-two and one-half percent (62.5%) of the PSUs will become eligible to vest at the end of the fiscal quarter after the second anniversary of the grant date based on the compound annual growth rate ("CAGR") achieved during the eight fiscal quarters preceding the then most recent fiscal quarter, and up to an additional sixty-two and one-half percent (62.5%) of the PSUs will become eligible to vest at the end of the fiscal quarter after the third anniversary of the grant date based on the CAGR achieved during the 12 fiscal quarters preceding the then most recent fiscal quarter.

6. Represents a grant of restricted stock units under the Everbridge, Inc. 2016 Equity Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of Everbridge common stock. Subject to accelerated vesting in certain circumstances, the restricted stock units are scheduled to vest 33% on January 31, 2020, 33% on January 31, 2021, and 34% on January 31, 2022, as long as the reporting person remains in the service of Everbridge through the respective vesting date.

Remarks:

	Elliot J. Mark, Attorney-in-Fact	03/15/2019
	** 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 5 (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.
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