VIA EDGAR
April 3, 2017
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Mitchell Austin |
| Re: | Everbridge, Inc. |
| Registration Statement on Form S-1 |
| File No. 333-216907 |
| Acceleration Request |
| Requested Date: | April 5, 2017 |
| Requested Time: | 4:30 P.M. Eastern Daylight Time |
Ladies and Gentleman:
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. 333-216907) to become effective on April 5, 2017, 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 approximately 1,800 copies of the Preliminary Prospectus, dated April 3, 2017, were distributed by us, as representatives of the several underwriters, through the date hereof:
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/ Michele A. H. Allong | |
| Name: Michele A. H. Allong Title: Authorized Signatory | ||
| 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