Key facts
- This page summarizes Noah F. Webster's Form 4 filing for EVERBRIDGE, INC..
- 3 reported transactions and 2 derivative rows are listed below.
- Accepted by SEC: 02 Jul 2024, 17:31.
Noah F. Webster - 02 Jul 2024 Form 4 Insider Report for EVERBRIDGE, INC.
- Reporting relationship
- Chief Legal & Compliance Ofc
- Issuer ticker
- N/A
- Reported as of
- 02 Jul 2024
- Net transaction value
- -$377,265
- SEC form
- 4
- Accepted by SEC
- 02 Jul 2024, 17:31:35 UTC
- Prior SEC filing
- 01 Jul 2024
- Source filing
- View source filing
- Reporting owner signature
- /s/ Noah F. Webster, Attorney-in-Fact
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
Noah F. Webster filed Form 4 for EVERBRIDGE, INC. on 02 Jul 2024.
Change
- Previous filing in this sequence was filed on 01 Jul 2024.
- Current net transaction value: -$377,265.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
EVBG
transaction
Common Stock
Disposed to Issuer
- Transaction value
- $377,265
- Shares
- -10,779
- Change %
- -100%
- Price
- $35.00
- Shares after
- 0
- Date
- 02 Jul 2024
- Ownership
- Direct
- Footnotes
- F1, F2
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
EVBG
transaction
Derivative
Restricted Stock Unit
Disposed to Issuer
- Transaction value
- Shares
- -17,966
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 02 Jul 2024
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 17,966
- Exercise price
- Footnotes
- F1, F3, F4, F5
EVBG
transaction
Derivative
Performance Stock Unit
Disposed to Issuer
- Transaction value
- Shares
- -28,745
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 02 Jul 2024
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 28,745
- Exercise price
- Footnotes
- F1, F6, F7, F8
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Noah F. Webster is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 8 footnotes
Footnote 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.
Footnote 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").
Footnote F3
Each restricted stock unit ("RSU") represents the contingent right to receive one share of the Issuer's common stock.
Footnote F4
Twenty-five percent (25%) of the total number of RSUs vested on December 30, 2023 and the remaining RSUs vested or shall vest in 12 equal quarterly installments thereafter, subject to the Reporting Person remaining in the service of Issuer through each vesting date.
Footnote 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.
Footnote F6
Each performance-based restricted stock units ("PSU") represents the contingent right to receive one share of the Issuer's common stock.
Footnote 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.
Footnote 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.