September 13, 2016
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
|Registration Statement on Form S-1|
|File No. 333-213217|
|Requested Date:||Thursday, September 15, 2016|
|Requested Time:||4:30 p.m., Eastern Daylight Time|
Ladies and gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), Credit Suisse (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters, hereby join Everbridge, Inc. in requesting that the Securities and Exchange Commission (the Commission) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-213217) to become effective on September 15, 2016, at 4:30 p.m., Eastern Daylight Time, or as soon as practicable thereafter.
Additionally, pursuant to Rule 460 of the Act, we hereby advise you that the Preliminary Prospectus, dated September 6, 2016, was distributed by us, as representatives of the several underwriters, approximately as follows from September 6, 2016 through the date hereof:
Copies to dealers
Copies to institutional investors
Copies to others/retail
We will comply, and have been informed by the participating underwriters that they will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
Very truly yours,
CREDIT SUISSE (USA) LLC
|By:||/s/ John Kolz|
Name: John Kolz
Title: Managing Director
|MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED|
|By:||/s/ Michael Liloia|
Name: Michael Liloia
Title: Vice President
|cc:||Ken Gordon, Goodwin Procter LLP|
Jaime Ellerston, Everbridge, Inc.
C. Thomas Hopkins, Esq., Cooley LLP
Nicole C. Brookshire, Esq., Cooley LLP
Richard C. Segal, Esq., Cooley LLP