SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/16/2022 | 3. Issuer Name and Ticker or Trading Symbol Eargo, Inc. [ EAR ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 19,305(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (Right to Buy) | (2) | 09/17/2029 | Common Stock | 34,028 | 2.55 | D | |
Stock Option (Right to Buy) | (3) | 08/02/2030 | Common Stock | 42,039 | 2.55 | D | |
Stock Option (Right to Buy) | (4) | 09/17/2030 | Common Stock | 16,666 | 5.73 | D | |
Stock Option (Right to Buy) | (5) | 09/17/2030 | Common Stock | 16,666 | 5.73 | D | |
Stock Option (Right to Buy) | (6) | 03/08/2031 | Common Stock | 2,040 | 51.33 | D |
Explanation of Responses: |
1. Includes Restricted Stock Units ("RSUs") which vest in 16 quarterly installments commencing on February 15, 2021, so long as the Reporting Person remains an employee, consultant, director or officer of the Issuer through each such date. Each RSU represents a contingent right to receive one (1) share of common stock of the Issuer. |
2. The stock option shall vest and become exercisable with respect to one-fourth (1/4th) of the shares subject to the stock option on the first anniversary of September, 2019 (the "Vesting Start Date") and one forty-eighth (1/48th) of the shares of subject to the option shall vest and become exercisable on each monthly anniversary thereafter until all of the shares subject to the stock option have vested and become exercisable on the fourth anniversary of the Vesting Start Date, so long as the Reporting Person remains an employee, consultant, director or officer of the Issuer through each such date. |
3. The stock option shall vest and become exercisable with respect to one forty-eighth (1/48th) of the shares subject to the stock option on the one month anniversary of August 3, 2020 (the "Vesting Start Date") and one forty-eighth (1/48th) of the shares of subject to the option shall vest and become exercisable on each monthly anniversary thereafter until all of the shares subject to the stock option have vested and become exercisable on the fourth anniversary of the Vesting Start Date, so long as the Reporting Person remains an employee, consultant, director or officer of the Issuer through each such date. |
4. The stock option shall vest and become exercisable with respect to one forty-eighth (1/48th) of the shares subject to the stock option on the one month anniversary of September 18, 2020 (the "Vesting Start Date") and one forty-eighth (1/48th) of the shares of subject to the option shall vest and become exercisable on each monthly anniversary thereafter until all of the shares subject to the stock option have vested and become exercisable on the fourth anniversary of the Vesting Start Date, so long as the Reporting Person remains an employee, consultant, director or officer of the Issuer through each such date. |
5. The stock option shall vest and become exercisable with respect to one forty-eighth (1/48th) of the shares subject to the stock option on the one month anniversary of October 20, 2020 (the "Vesting Start Date") and one forty-eighth (1/48th) of the shares of subject to the option shall vest and become exercisable on each monthly anniversary thereafter until all of the shares subject to the stock option have vested and become exercisable on the fourth anniversary of the Vesting Start Date, so long as the Reporting Person remains an employee, consultant, director or officer of the Issuer through each such date. |
6. The stock option shall vest and become exercisable in 16 quarterly installments commencing on February 15, 2021 (the "Vesting Start Date") until all of the shares subject to the stock option have vested and become exercisable on the fourth anniversary of the Vesting Start Date, so long as the Reporting Person remains an employee, consultant, director or officer of the Issuer through each such date. |
Remarks: |
/s/ Adam Laponis, Attorney-in-Fact for Mark Thorpe | 01/26/2022 | |
** 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 5 (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. |