SEC Form 4 · accession 0001144204-17-041752
EVERBRIDGE, INC. · EVBG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruns H Grayson
Director · 10% Owner
Period of report
Aug 7, 2017
Accepted (ET)
Aug 9, 2017 · 5:06 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001437352
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 7, 2017 | J | 1,640,437 | $0.00 | D | 3,010,000 | I | See footnote |
| Common StockF3 | Aug 7, 2017 | J | 25,123 | $0.00 | D | 0 | I | See footnote |
| Common StockF1 | Aug 7, 2017 | S | 10,000 | $22.0707 | D | 3,000,000 | I | See footnote |
| Common StockF3 | holding | — | — | — | 73,900 | I | See footnote | |
| Common Stock | holding | — | — | — | 26,082 | D | ||
| Common Stock | holding | — | — | — | 2,019 | I | By trust for daughter | |
| Common StockF6 | holding | — | — | — | 403 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Refers to shares held in the name of ABS Ventures IX, L.P. ("ABS"). The reporting person is a managing member of Calvert Capital V LLC ("CCV"), the general partner of ABS, and has shared voting and dispositive power with respect to the shares held by ABS.
- F2ABS 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.
- F3Refers to shares held by CCV (see footnote 2).
- F4CCV, 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 R. William Burgess, Jr. ("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 Burgess and the reporting person, received 403 shares (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13),
- F5(continued from footnote 4) (iii) the reporting person 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.
- F6Refers to shares held by CCMC (see footnote 4).
- F7Represents 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.