September 13, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Attn:

Mitchell Austin

 

Re:	Everbridge, Inc.

Registration Statement on Form S-1

File No. 333-213217

 

Acceleration Request

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			319
Copies to institutional investors			1740
Copies to others/retail			390
Total			2449

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.

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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