SEC Form 4/A · accession 0001209191-17-047761
EVERBRIDGE, INC. · EVBG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Robert W Hughes
Officer — President
Period of report
Aug 1, 2017
Accepted (ET)
Aug 4, 2017 · 5:45 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001437352
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1,F2 | $0.00 | Aug 1, 2017 | A | 50,000 | A | — | — | Common Stock | 50,000 | 50,000 | D |
| Performance-based Restricted Stock UnitF3 | $0.00 | Aug 1, 2017 | A | 50,000 | A | — | Jul 31, 2027 | Common Stock | 50,000 | 50,000 | D |
| Employee Stock Option (Right to Buy)F4 | $23.60 | Aug 1, 2017 | A | 500,000 | A | — | Jul 31, 2027 | Common Stock | 500,000 | 500,000 | D |
Explanation of responses
- F1Represents a grant of restricted stock units under the Everbridge, Inc. 2016 Equity Incentive Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of Everbridge common stock. Subject to accelerated vesting in certain circumstances, the restricted stock units are scheduled to vest 33% on July 31, 2018, 33% on July 31, 2019, and 34% on July 31, 2020, as long as the reporting person remains in the service of Everbridge through the respective vesting date.
- F2Not applicable.
- F3Represents a grant of performance-based restricted stock units ("PSU") under the Everbridge, Inc. 2016 Equity Incentive Plan. The target number of units is presented in the table. Each PSU represents the contingent right to receive, upon vesting of the unit, one share of Everbridge common stock. Subject to accelerated vesting in certain circumstances, 50% of the PSUs will vest on the first date on which the average of the closing price per share of Everbridge common stock, as quoted on the Nasdaq Market, over a consecutive, 30 trading day period (the "Average Closing Price") equals or exceeds $35 per share, 100% of the PSUs will vest on the first date on which the Average Closing Price equals or exceeds $45 per share, and 125% of the PSUs will vest on the first date on which the Average Closing Price equals or exceeds $55 per share. Additional PSUs will vest on a linear scale on a quarterly basis between the dates on which the Average Closing Prices stated above are first achieved.
- F425% of the shares originally subject to the Stock Option will vest and become exercisable on July 31, 2018, and the remaining shares vest in 12 equal quarterly installments thereafter.