Close

Form 4 Eargo, Inc. For: Aug 11 Filed by: Wu David James

August 15, 2022 1:58 PM EDT

Get instant alerts when news breaks on your stocks. Claim your 1-week free trial to StreetInsider Premium here.
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Wu David James

(Last) (First) (Middle)
C/O MAVERON LLC
411 FIRST AVENUE SOUTH, SUITE 600

(Street)
SEATTLE WA 98104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Eargo, Inc. [ EAR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 08/11/2022   S   10,120 D $ 0.9508 (1) 1,542,259 I See Footnote (2)
Common Stock 08/11/2022   J (3)   1,542,259 D $ 0 0 I See Footnote (4)
Common Stock 08/11/2022   J (5)   11,910 A $ 0 11,910 I See Footnote (6)
Common Stock 08/11/2022   J (7)   11,910 D $ 0 0 I See Footnote (6)
Common Stock 08/11/2022   J (8)   1,694 A $ 0 1,694 D (9)  
Common Stock 08/11/2022   J (10)   17,454 A $ 0 19,148 D (9)  
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. Consists of 9,068 shares held by Maveron Equity Partners IV, L.P. ("MEP IV"), 294 shares held by Maveron IV Entrepreneurs' Fund, L.P. ("Entrepreneurs Fund IV"), and 758 shares held by MEP Associates IV, L.P. ("Associates Fund IV"). The Reporting Person is a partner at Maveron LLC, which is affiliated with MEP IV, Entrepreneurs Fund IV and Associates Fund IV, and disclaims beneficial ownership of all applicable shares except to the extent of his actual pecuniary interest in such shares. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $0.95 to $0.956, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.
2. Consists of 1,059,614 shares held by Maveron Equity Partners V, L.P. ("MEP V"), 131,398 shares held by Maveron V Entrepreneurs' Fund, L.P. ("Entrepreneurs Fund V"), and 351,247 shares held by MEP Associates V, L.P. ("Associates Fund V"). The Reporting Person is a partner at Maveron LLC, which is affiliated with MEP V, Entrepreneurs Fund V and Associates Fund V, and disclaims beneficial ownership of all applicable shares except to the extent of his actual pecuniary interest in such shares.
3. MEP V, Entrepreneurs Fund V, and Associates Fund V made pro rata distributions for no consideration of 1,059,614 shares, 131,398 shares, and 351,247 shares, respectively, of common stock of the Issuer to its respective partners on August 11, 2022.
4. Shares are owned directly by MEP V, Entrepreneurs Fund V, and Associates Fund V. The Reporting Person is a partner at Maveron LLC, which is affiliated with MEP V, Entrepreneurs Fund V and Associates Fund V, and disclaims beneficial ownership of all applicable shares except to the extent of his actual pecuniary interest in such shares.
5. Shares acquired by Maveron General Partner V, LLC ("Maveron GP V") in connection with the distribution of such shares to the partners of MEP V and Entrepreneurs Fund V.
6. Shares are owned directly by Maveron GP V. The Reporting Person is a partner at Maveron LLC, which is affiliated with Maveron GP V, and disclaims beneficial ownership of all applicable shares except to the extent of his actual pecuniary interest in such shares.
7. Maveron GP V made pro rata distributions for no consideration of 11,910 shares of common stock of the Issuer to its partners on August 11, 2022.
8. Shares acquired by Wu Family Trust, dtd 5/16/08 and Wu 2015 Irrevocable Trust dtd 3/31/15, the holding of which are attributable to the Reporting Person, in connection with the distribution of such shares to the partners of Maveron GP V on August 11, 2022.
9. Shares are held by Wu Family Trust, dtd 5/16/08 and Wu 2015 Irrevocable Trust dtd 3/31/15, the holding of which are attributable to the Reporting Person.
10. Shares acquired by Wu Family Trust, dtd 5/16/08 and Wu 2015 Irrevocable Trust dtd 3/31/15, the holding of which are attributable to the Reporting Person, in connection with the distribution of such shares to the partners of Entrepreneurs Fund V on August 11, 2022.
/s/ David James Wu 08/15/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings