SEC Form 4 · accession 0001144204-17-041788
EVERBRIDGE, INC. · EVBG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ABS VENTURES IX L P
10% Owner
R William Burgess Jr.
10% Owner
CALVERT CAPITAL V L.L.C.
10% Owner
Period of report
Aug 7, 2017
Accepted (ET)
Aug 9, 2017 · 5:28 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 | D | |
| Common StockF3 | Aug 7, 2017 | J | 25,123 | $0.00 | D | 0 | D | |
| Common StockF1 | Aug 7, 2017 | S | 10,000 | $22.0707 | D | 3,000,000 | D | |
| Common StockF3 | holding | — | — | — | 73,900 | D | ||
| Common StockF6 | holding | — | — | — | 20,273 | D | ||
| Common StockF7 | holding | — | — | — | 403 | I | By controlled corp. |
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"). 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.
- 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 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),
- F5(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.
- F6Refers to shares held by Burgess or his IRA (see footnote 4).
- F7Refers to shares held by CCMC (see footnote 4).
- F8Represents 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.