Eargo (EAR) Form 4 Eargo / Bakker Juliet Tammenoms ownership change

SEC Form 4

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

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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^*

Tammenoms Bakker Juliet

(Last) (First) (Middle)

C/O EARGO, INC.

1600 TECHNOLOGY DRIVE, 6TH FLOOR

(Street)

MENLO PARK CA 95110

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2021

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	05/17/2021		J(1)		1,000,000	D	$0.00	1,918,691	I	See Footnote(2)
Common Stock	05/17/2021		J(3)		1,504	A	$0.00	3,008	I	See Footnote(4)
Common Stock	05/17/2021		J(3)		3,508	A	$0.00	7,016	D

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. Represents a pro rata distribution, and not a purchase or sale, without additional consideration by Longitude Venture Partners IV, L.P. ("LVP4") to its general and limited partners.

2. These shares are held directly by LVP4. Longitude Capital Partners IV, LLC ("LCP4") is the general partner of LVP4 and may be deemed to have voting, investment and dispositive power over the shares held by LVP4. The Reporting Person and Patrick G. Enright are managing members of LCP4 (each a "Manager" and collectively, the "Managers") and may each be deemed to share voting, investment and dispositive power with respect to the shares held by LVP4. Each of LCP4 and the Managers disclaims beneficial ownership of the shares held by LVP4 and this report shall not be deemed an admission that any of them is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

3. Represents a pro rata distribution, and not a purchase or sale, without additional consideration by LCP4 to its members

4. These shares are held by a trust. The Reporting Person is the Investment Trustee of such trust and may be deemed to share voting and dispositive power with regard to the reported shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein.

Remarks:

	/s/ Juliet Tammenoms Bakker	05/19/2021
	** 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.