SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Totton James

(Last) (First) (Middle)
C/O EVERBRIDGE, INC.
25 CORPORATE DRIVE

(Street)
BURLINGTON MA 01803

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EVERBRIDGE, INC. [ EVBG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Product Mgmt, Eng & Ops
3. Date of Earliest Transaction (Month/Day/Year)
08/30/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 08/31/2019 M 1,238 A (1) 1,238 D
Common Stock 09/03/2019 S(2) 550 D $86.2 688 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Restricted Stock Unit $0.00 08/30/2019 A 1,197 (3) (4) Common Stock 1,197 $0.00 1,197 D
Performance-based Restricted Stock Unit $0.00 08/30/2019 A 1,196 (5) 11/15/2022 Common Stock 1,196 $0.00 1,196 D
Restricted Stock Unit $0.00 08/31/2019 M 1,238 (6) (4) Common Stock 1,238 $0.00 2,512 D
Explanation of Responses:
1. Restricted stock units convert into common stock on a one-for-one basis.
2. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
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. Subject to accelerated vesting in certain circumstances, the restricted stock units are scheduled to vest 33% on August 31, 2020, 33% on August 31, 2021, and 34% on August 31, 2022, 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. On August 22, 2018, the reporting person was granted restricted stock units (RSUs). The RSUs vested on August 31, 2019.
Remarks:
Elliot J. Mark, Attorney-in-Fact 09/04/2019
** 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 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).
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