Sec Form 4 Filing - Burgess R William JR @ EVERBRIDGE, INC. - 2017-08-23

Insider filing report for Changes in Beneficial Ownership
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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
Burgess R William JR
2. Issuer Name and Ticker or Trading Symbol
EVERBRIDGE, INC. [ EVBG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% Holder (footnote 6)
(Last) (First) (Middle)
C/O ABS VENTURES IX L.P., 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)
__ X __ Form filed by One Reporting Person
_____ 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 ) 2,000,000 I See footnote 1
Common Stock ( 2 ) 2,489 I By controlled corp.
Common Stock ( 3 ) 08/23/2017 S( 4 ) 10,244 D $ 22.5476 45,165 D
Common Stock ( 3 ) 08/24/2017 S( 5 ) 13,000 D $ 22.5781 32,165 ( 6 ) D
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
Burgess R William JR
C/O ABS VENTURES IX L.P.
950 WINTER STREET
WALTHAM, MA02451
Former 10% Holder (footnote 6)
Signatures
/s/ R. William Burgess, Jr., an 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"). The reporting person is a managing member of Calvert Capital V L.L.C. ("CCV"), the general partner of ABS, and the reporting person has shared voting and dispositive power with respect to the shares held by ABS.
( 2 )Refers to shares held by Calvert Capital Management Company, a company over which the reporting person has shared control.
( 3 )Refers to shares held by the reporting person or his IRA.
( 4 )Represents the weighted average price for 10,244 shares sold by the reporting person within the range of $22.50 to $22.64. 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.
( 5 )Represents the weighted average price for 13,000 shares sold by the reporting person within the range of $22.50 to $22.68. 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.
( 6 )As a result of a distribution on 08/23/2017 by ABS to its partners, reported separately on Form 4, the reporting person is no longer a 10% holder and the reporting person believes this report is not required. However, it is filed out of an abundance of caution. This filing shall not be deemed an admission that the reporting person is a 10% holder for purposes of Section 16 of the Securities Exchange Act of 1934.

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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