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*
Mark Elliot J.

(Last) (First) (Middle)
C/O EVERBRIDGE, INC.
25 CORPORATE DRIVE

(Street)
BURLINGTON MA 01803

(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 10% Owner
X Officer (give title below) Other (specify below)
SVP & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 07/01/2018 M 5,610(1) A (1) 18,151 D
Common Stock 07/02/2018 F 1,718(2) D $47.42 16,433 D
Common Stock 07/03/2018 M 2,500 A $14.6625 18,933 D
Common Stock 07/03/2018 S(3) 5,996 D $46.8982 12,937 D
Common Stock 07/03/2018 S(3) 2,500 D $46.8982 12,937 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
Restricted Stock Unit $0.00 07/01/2018 M 5,610 (4) (5) Common Stock 5,610 $0.00 11,390 D
Employee Stock Option (Right to Buy) $14.6625 07/03/2018 M 2,500 (6)(7) 01/06/2026 Common Stock 2,500 $0.00 28,870 D
Employee Stock Option (Right to Buy) $14.6625 07/03/2018 M 2,500 (6)(7) 01/06/2026 Common Stock 2,500 $0.00 26,370 D
Explanation of Responses:
1. Restricted stock units convert into common stock on a one-for-one basis.
2. Represents shares of Common Stock withheld by the Company to satisfy tax withholding obligations in connection with the net issuance of shares of Common Stock delivered to the Reporting Person on July 1, 2018, from the vesting of restricted stock units. Shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) are based on the closing price of the Company's Common Stock on June 29, 2018.
3. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
4. On August 1, 2017, the reporting person was granted restricted stock units (RSUs). The RSUs vested as to 33% of the total shares on July 1, 2018.
5. Not applicable.
6. 25% of the shares subject to the Stock Option vested and became exercisable on April 1, 2016, and the remaining shares vest in 12 equal quarterly installments thereafter.
7. 25% of the shares subject to the Stock Option vested and became exercisable on November 16, 2016, and the remaining shares vest in 12 equal quarterly installments thereafter.
Remarks:
/s/ Elliot J. Mark 07/05/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.