SEC Form 4 · accession 0001209191-19-008211
EVERBRIDGE, INC. · EVBG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Totton
Officer — EVP, Product Mgmt, Eng & Ops
Period of report
Feb 5, 2018
Accepted (ET)
Feb 7, 2019 · 6:16 pm EST
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 | Feb 5, 2019 | M | 8,250 | — | A | 8,250 | D | |
| Common StockF2 | Feb 6, 2019 | F | 2,426 | $62.98 | D | 5,824 | D | |
| Common Stock | Feb 6, 2019 | S | 5,824 | $61.9089 | D | 0 | D | |
| Common Stock | Feb 5, 2019 | S | 15,092 | $62.7582 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F4 | $33.06 | Feb 5, 2019 | S | 15,092 | D | — | Feb 14, 2028 | Common Stock | 15,092 | 334,908 | D |
| Performance-based Restricted Stock UnitF5,F6 | $0.00 | Feb 6, 2019 | A | 8,250 | D | — | — | Common Stock | 8,250 | 16,750 | D |
Explanation of responses
- F1Restricted stock units convert into common stock on a one-for-one basis.
- F2Represents 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 February 5, 2019, 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 February 5, 2018.
- F3The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F425% of the shares originally subject to the Stock Option will vest and become exercisable on February 5, 2019, and the remaining shares vest in 12 equal quarterly installments thereafter.
- F5On February 5, 2018, the reporting person was granted restricted stock units (RSUs). The RSUs vested as to 33% of the total shares on February 5, 2019.
- F6Not applicable.