| 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) 10/15/2020 | 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 | |||
|---|---|---|---|
| 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 | 33,333 | 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 | ||||
| Series E Preferred Stock | (1) | (2) | Common Stock | 11,097 | (1) | D | |
| Stock Option (Right to Buy) | (3) | 07/15/2030 | Common Stock | 143,692 | 2.55 | D | |
| Stock Option (Right to Buy) | (4) | 08/02/2030 | Common Stock | 83,202 | 2.55 | D | |
| Stock Option (Right to Buy) | (5) | 08/19/2030 | Common Stock | 43,741 | 2.55 | D | |
| Stock Option (Right to Buy) | (6) | 08/19/2030 | Common Stock | 43,741 | 2.55 | D | |
| Stock Option (Right to Buy) | (7) | 08/19/2030 | Common Stock | 43,741 | 2.55 | D | |
| Explanation of Responses: |
| 1. The shares of the Issuer's Series E Preferred Stock automatically convert into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1 basis immediately prior to the consummation of the Issuer's initial public offering. |
| 2. The expiration date is not relevant to the conversion of these securities. |
| 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 July 16, 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 became exercisable on the fourth anniversary of the Vesting Start Date, subject to acceleration upon change in control and the achievement of specific performance-based milestones as set forth in an agreement between the Issuer and the Reporting Person, 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 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 became exercisable on the fourth anniversary of the Vesting Start Date, subject to acceleration upon change in control as set forth in an agreement between the Issuer and the Reporting Person, 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 in full upon the achievement of specific performance-based milestones commencing on December 31, 2020 and subject to acceleration upon change of control as set forth in an agreement between the Issuer and the Reporting Person, 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 full the upon the achievement of specific performance-based milestones commencing on June 30, 2021 and subject to acceleration upon change of control as set forth in an agreement between the Issuer and the Reporting Person, so long as the Reporting Person remains an employee, consultant, director or officer of the Issuer through each such date. |
| 7. The stock option shall vest and become exercisable in full upon the achievement of specific performance-based milestones commencing on December 31, 2021 and subject to acceleration upon change of control as set forth in an agreement between the Issuer and the Reporting Person, so long as the Reporting Person remains an employee, consultant, director or officer of the Issuer through each such date. |
| Remarks: |
| /s/ Christy La Pierre, Attorney-in-Fact for Adam Laponis | 10/15/2020 | |
| ** 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. | ||
