UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Everbridge, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

29978A104

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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1.		Names of Reporting Persons   Marc Stad
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   United States
Number of Shares Beneficially Owned by Each Reporting Person With				5.		Sole Voting Power   0
				6.		Shared Voting Power   0
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.		Percent of Class Represented by Amount in Row (9)   0%
12.		Type of Reporting Person (See Instructions)   IN

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1.		Names of Reporting Persons   Dragoneer Global GP II, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				5.		Sole Voting Power   0
				6.		Shared Voting Power   0
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.		Percent of Class Represented by Amount in Row (9)   0%
12.		Type of Reporting Person (See Instructions)   OO

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1.		Names of Reporting Persons   Dragoneer Global Fund II, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a) ☐ (b) ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With				5.		Sole Voting Power   0
				6.		Shared Voting Power   0
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.		Percent of Class Represented by Amount in Row (9)   0%
12.		Type of Reporting Person (See Instructions)   PN

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1.		Names of Reporting Persons   Dragoneer Investment Group, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a) ☐ (b) ☐
3.		SEC Use Only
4.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				5.		Sole Voting Power   0
				6.		Shared Voting Power   0
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ☐
11.		Percent of Class Represented by Amount in Row (9)   0%
12.		Type of Reporting Person (See Instructions)   IA

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AMENDMENT NO. 2 TO SCHEDULE 13G (FINAL AMENDMENT)

Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Company on September 26, 2016 and Amendment No. 1 thereto filed on February 14, 2017 (as so amended, the “Schedule 13G”). Terms defined in the Schedule 13G are used herein as so defined.

The following Items of the Schedule 13G are hereby amended and restated as follows:

Item 2.

 

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office for all Reporting Persons is:

One Letterman Dr., Bldg D, Ste M500

San Francisco, CA 94129

Item 4. Ownership

(a) through (c):

The information set forth in Rows 5 through 11 of the cover pages to this Amendment No. 2 to Schedule 13G is incorporated herein by reference for each Reporting Person.

Dragoneer Global Fund II, L.P. (“Fund”) holds zero shares of Common Stock of the Company. Dragoneer Global GP II, LLC (“GP”) is the sole general partner of the Fund. Dragoneer Investment Group, LLC (the “Advisor”) is a registered investment advisor under the Investment Advisers Act of 1940, as amended, and the investment adviser to the Fund. Marc Stad is the managing member of the Advisor and the GP. By virtue of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the Common Stock of the Company held by the Fund. As reflected in this Amendment No. 2 to Schedule 13G, the Reporting Persons no longer beneficially own any shares of the Company’s Common Stock.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☒.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2018