KENT MATHY - 02 Jul 2024 Form 4 Insider Report for EVERBRIDGE, INC. (EVBG)

Role
Director
Signature
/s/ Noah F. Webster, Attorney-in-Fact
Issuer symbol
EVBG
Transactions as of
02 Jul 2024
Transactions value $
-$704,025
Form type
4
Filing time
02 Jul 2024, 17:30:30 UTC
Previous filing
04 Jun 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EVBG Common Stock Disposed to Issuer -$704K -20.1K -100% $35.00 0 02 Jul 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 Stock Option (Right to Buy) Disposed to Issuer -5K -100% 0 02 Jul 2024 Common Stock 5K $24.87 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

KENT MATHY 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 This option was fully vested at the Effective Time. At the Effective Time, each fully vested Option was cancelled and converted solely into the right to receive a cash payment equal to (a) the total number of shares of common stock subject to such vested Option multiplied by (b) the excess, if any, of the Merger Consideration over the per share exercise price of such vested Option, without interest, subject to the terms and conditions of the Merger Agreement.