Sec Form 4 Filing - ABS VENTURES IX L P @ EVERBRIDGE, INC. - 2017-08-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ABS VENTURES IX L P 2. Issuer Name and Ticker or Trading Symbol EVERBRIDGE, INC. [ EVBG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 950 WINTER STREET, 3. Date of Earliest Transaction (MM/DD/YY) 08/23/2017 (Street) WALTHAM, MA02451 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 08/23/2017 J( 2 ) 780,835 D $ 0 2,000,000 D Common Stock ( 3 ) 219,165 D Common Stock ( 3 ) 08/23/2017 J( 4 )( 5 ) 118,644 D $ 0 0 D Common Stock ( 6 ) 55,409 D Common Stock ( 7 ) 2,489 I By controlled corp.

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ABS VENTURES IX L P 950 WINTER STREET WALTHAM, MA02451 X CALVERT CAPITAL V L.L.C. C/O ABS VENTURES IX, L.P. 950 WINTER STREET WALTHAM, MA02451 X Burgess R William JR C/O ABS VENTURES IX, L.P. 950 WINTER STREET WALTHAM, MA02451 X Signatures /s/ R. William Burgess on behalf of ABS Ventures IX L.P. 08/25/2017 Signature of Reporting Person Date /s/ R. William Burgess on behalf of Calvert Capital V L.L.C. 08/25/2017 Signature of Reporting Person Date /s/ R. William Burgess, Jr., individual 08/25/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Refers 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. ( 2 )ABS 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 23, 2017. The limited partners received 780,835 shares in the distribution. CCV, general partner of ABS, received 219,165 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 1,000,000 shares. ( 3 )Refers to shares held by CCV (see footnote 2). ( 4 )CCV, 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 23, 2017. 118,644 shares were distributed to certain non-managing members and 100,521 shares were distributed as follows: (i) CCV managing member Burgess received 48,978 shares and his IRA received 1,652 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 2,086 shares (a change of form of beneficial ownership without a change of pecuniary interest exempt from reporting under Rule 16a-13), ( 5 )(continued from footnote 4) (iii) CCV managing member Grayson, a director of the Issuer who files Section 16 reports separately, received 37,376 shares and a trust for his daughter (of which he is the sole trustee) received 10,429 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 219,165 shares. ( 6 )Refers to shares held by Burgess or his IRA (see footnote 4). ( 7 )Refers to shares held by CCMC (see footnote 4).

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).

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