Sec Form 4 Filing - Mark Elliot J. @ EVERBRIDGE, INC. - 2022-02-28

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
Mark Elliot J.
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
X __ Officer (give title below) _____ Other (specify below)
SVP & General Counsel
(Last) (First) (Middle)
C/O EVERBRIDGE, INC., 25 CORPORATE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2022
(Street)
BURLINGTON, MA01803
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
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
Restricted Stock Unit $ 0 02/28/2022 A 15,182 ( 1 ) ( 2 ) Common Stock 15,182 $ 0 15,182 D
Performance-based Restricted Stock Unit $ 0 02/28/2022 A 15,182 ( 3 ) 02/27/2032 Common Stock 15,182 $ 0 15,182 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mark Elliot J.
C/O EVERBRIDGE, INC.
25 CORPORATE DRIVE
BURLINGTON, MA01803
SVP & General Counsel
Signatures
Elliot J. Mark 03/02/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 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 February 28, 2023, and the remaining 67% will vest in equal installments over the next eight calendar quarters, with the first such installment vesting on May 31, 2023, such that all of the RSUs will be vested by February 28, 2025, as long as the reporting person remains in the service of Everbridge through the respective vesting date.
( 2 )Not applicable.
( 3 )Represents a grant of performance-based restricted stock units ("PSU") under the Everbridge, Inc. 2016 Equity Incentive Plan. Each PSU represents the contingent right to receive, upon vesting of the unit, one share of Everbridge common stock. Up to seventy-five percent (75%) of the PSUs will become eligible to vest at the end of the fiscal quarter after the second anniversary of the grant date based on the compound annual growth rate ("CAGR") achieved during the eight fiscal quarters preceding the then most recent fiscal quarter, and up to an additional seventy-five percent (75%) of the PSUs will become eligible to vest at the end of the fiscal quarter after the third anniversary of the grant date based on the CAGR achieved during the 12 fiscal quarters preceding the then most recent fiscal quarter.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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