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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 2/16/24 |
Not Subject to Section 16: 1 |
Issuer: |
| Issuer CIK: 1719395 |
| Issuer Name: Eargo, Inc. |
| Issuer Trading Symbol: EAR |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1272609 |
| | Owner Name: BAYNE KATIE J |
| Reporting Owner Address: |
| | Owner Street 1: C/O EARGO, INC. |
| | Owner Street 2: 2665 NORTH FIRST STREET, SUITE 300 |
| | Owner City: SAN JOSE |
| | Owner State: CA |
| | Owner ZIP Code: 95134 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
Aff 10b5 One: 0 |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Options (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Transaction Date: |
| | | Value: 2/16/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 516 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 6/8/31 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 516 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Options (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Transaction Date: |
| | | Value: 2/16/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,740 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 8/22/32 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 3,740 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Options (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Transaction Date: |
| | | Value: 2/16/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,703 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 10/11/32 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 3,703 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Options (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Transaction Date: |
| | | Value: 2/16/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 5,000 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 6/6/33 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 5,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: Pursuant to the Agreement and Plan of Merger, dated October 29, 2023, by and among PSC Echo Parent LLC, PSC Echo Merger Sub Inc., and Eargo (the "Merger Agreement"), at the effective time of the merger (the "Effective Time"), each award of Eargo stock options ("Options") held by the reporting person and granted under the Eargo, Inc. 2020 Incentive Award Plan or the Eargo, Inc. 2010 Equity Incentive Plan that was outstanding and unexercised immediately prior to or upon the Effective Time, whether vested or unvested, was cancelled, with the holder of such Option becoming entitled to receive an amount in cash, without interest and subject to applicable tax withholding, equal to the product obtained by multiplying (i) the excess, if any, of the merger consideration of $2.55 per share in cash (the "Merger Consideration") over the per share exercise price of such Option, by (ii) the number of share of Eargo common stock (the "Shares") |
| Footnote - F2: covered by such Option immediately prior to and upon the Effective Time, with any Options that have a per share exercise price that is greater than or equal to the Merger Consideration being cancelled for no consideration as of the Effective Time. |
Owner Signature: |
| Signature Name: /s/ Christy La Pierre, Attorney-in-Fact for Katie J. Bayne |
| Signature Date: 2/20/24 |