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*
ABS VENTURES IX L P

(Last) (First) (Middle)
950 WINTER STREET

(Street)
WALTHAM MA 02451

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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(1) 08/07/2017 J(2) 1,640,437 D $0.00 3,010,000 D
Common Stock(3) 73,900 D
Common Stock(3) 08/07/2017 J(4)(5) 25,123 D $0.00 0 D
Common Stock(6) 20,273 D
Common Stock(7) 403 I By controlled corp.
Common Stock(1) 08/07/2017 S(8) 10,000 D $22.0707 3,000,000 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
1. Name and Address of Reporting Person*
ABS VENTURES IX L P

(Last) (First) (Middle)
950 WINTER STREET

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CALVERT CAPITAL V L.L.C.

(Last) (First) (Middle)
C/O ABS VENTURES IX, L.P.
950 WINTER STREET

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Burgess R William JR

(Last) (First) (Middle)
C/O ABS VENTURES IX, L.P.
950 WINTER STREET

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
Explanation of Responses:
1. Refers to shares held in the name of ABS Ventures IX, L.P. ("ABS"). Calvert Capital V L.L.C. ("CCV"), the general partner of ABS, and R. William Burgess, Jr. ("Burgess"), a managing member of CCV, have indirect beneficial ownership of the shares held by ABS.
2. ABS made a pro-rata distribution for no consideration of Common Stock of Everbridge, Inc. (the "Issuer") to its general partner and limited partners on August 7, 2017. The limited partners received 1,640,437 shares in the distribution. CCV, general partner of ABS, received 73,900 shares in the distribution (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13). The total number of shares distributed was 1,714,337 shares.
3. Refers to shares held by CCV (see footnote 2).
4. CCV, a limited liability company organized in a manner similar to a limited partnership, made a pro rata distribution for no consideration to its members on August 7, 2017. 25,123 shares were distributed to certain non-managing members and 48,777 shares were distributed as follows: (i) CCV managing member Burgess received 15,494 shares and his IRA received 4,779 shares (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13), (ii) Calvert Capital Management Company ("CCMC"), a company which is controlled by CCV managing members Burgess and Bruns Grayson ("Grayson"), received 403 shares (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13),
5. (continued from footnote 4) (iii) CCV managing member Grayson, a director of the Issuer who files Section 16 reports separately, received 26,082 shares and a trust for his daughter (of which he is the sole trustee) received 2,019 shares (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13). The total number of shares distributed was 73,900 shares.
6. Refers to shares held by Burgess or his IRA (see footnote 4).
7. Refers to shares held by CCMC (see footnote 4).
8. Represents the weighted average price for 10,000 shares sold within the range of $21.90 to $22.22. Information regarding the number of shares sold at each separate price will be made available from the reporting person upon request by the SEC, the issuer or its shareowners.
/s/ R. William Burgess, Jr., on behalf of ABS Ventures IX LP 08/09/2017
/s/ R. William Burgess, Jr., on behalf Calvert Capital V L.L.C. 08/09/2017
/s/ R. William Burgess, Jr., individual 08/09/2017
** Signature of Reporting Person Date
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