John Di Leo - Jul 2, 2024 Form 4 Insider Report for EVERBRIDGE, INC. (EVBG)

Signature
/s/ Noah F. Webster, Attorney-in-Fact
Stock symbol
EVBG
Transactions as of
Jul 2, 2024
Transactions value $
-$864,115
Form type
4
Date filed
7/2/2024, 05:36 PM
Previous filing
Jun 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EVBG Common Stock Disposed to Issuer -$864K -24.7K -100% $35.00 0 Jul 2, 2024 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EVBG Restricted Stock Unit Disposed to Issuer -68.8K -100% 0 Jul 2, 2024 Common Stock 68.8K Direct F1, F3, F4, F5
transaction EVBG Performance Stock Unit Disposed to Issuer -100K -100% 0 Jul 2, 2024 Common Stock 100K Direct F1, F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

John Di Leo is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On July 2, 2024, Project Emerson Merger Sub, Inc. ("Merger Sub") completed its merger (the "Merger") with and into the Issuer pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of February 29, 2024 (the "Merger Agreement"), by and among the Issuer, Everbridge Holdings, LLC (formerly known as Project Emerson Parent, LLC) ("Parent"), and Merger Sub, which amends and restates that certain Agreement and Plan of Merger, dated as of February 4, 2024, by and among the Issuer, Parent and Merger Sub.
F2 At the effective time of the Merger (the "Effective Time"), each outstanding share of common stock was cancelled and converted into the right to receive a cash payment per share of $35.00, without interest, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").
F3 Each restricted stock unit ("RSU") represents the contingent right to receive one share of the Issuer's common stock.
F4 On July 27, 2022, the reporting person was granted restricted stock units (RSUs) which vested as to 25% on December 31, 2022 and the remaining 75% of the RSUs vested or will vest in equal installments over twelve calendar quarters, with the first such installment vesting on October 31, 2023.
F5 At the Effective Time, each unvested RSU was canceled and converted solely into the contingent right to receive a cash payment of $35.00 per share of common stock subject to such unvested RSU, without interest, subject to the terms and conditions of the Merger Agreement, which resulting payment will be subject to the same vesting terms and conditions that the unvested RSUs were subject to immediately prior to the Effective Time.
F6 Each performance-based restricted stock units ("PSU") represents the contingent right to receive one share of the Issuer's common stock.
F7 Upon the filing of Issuer's Form 10-Q for the quarter ended June 30, 2024, up to 75% of the PSUs will become eligible to vest based on the compound annual growth rate (CAGR) achieved during the eight fiscal quarters ending December 31, 2023. Upon the filing of the Issuer's Form 10-Q for the quarter ended June 30, 2025, up to an additional 75% of the PSUs will become eligible to vest based on the CAGR achieved during the twelve fiscal quarters ending December 31, 2024.
F8 At the Effective Time, each unvested PSU was canceled and converted solely into the contingent right to receive a cash payment of $35.00 per share of common stock that such unvested PSU would settle for at target achievement of the applicable performance metrics, without interest, subject to the terms and conditions of the Merger Agreement, which resulting payment will be subject to the same vesting terms and conditions that the unvested PSUs were subject to immediately prior to the Effective Time, as modified in the Merger Agreement.