Statement of Changes in Beneficial Ownership (4)
May 04 2021 - 11:01AM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Pardo Geoff |
2. Issuer Name and Ticker or Trading Symbol
Eargo, Inc.
[
EAR
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O GILDE HEALTHCARE PARTNERS, 222 THIRD STREET, SUITE 1321 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/30/2021 |
(Street)
CAMBRIDGE, MA 02142
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 4/30/2021 | | S | | 24995 | D | $56.16 (1) | 3098227 | I | See footnote (2) |
Common Stock | 4/30/2021 | | S | | 54586 | D | $56.84 (3) | 3043641 | I | See footnote (2) |
Common Stock | 4/30/2021 | | S | | 24950 | D | $57.53 (4) | 3018691 | I | See footnote (2) |
Common Stock | 5/3/2021 | | S | | 17834 | D | $54.37 (5) | 3000857 | I | See footnote (2) |
Common Stock | 5/3/2021 | | S | | 1558 | D | $55.36 (6) | 2999299 | I | See footnote (2) |
Common Stock | 5/3/2021 | | S | | 2163 | D | $56.65 (7) | 2997136 | I | See footnote (2) |
Common Stock | 5/3/2021 | | S | | 450 | D | $57.14 | 2996686 | I | See footnote (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $55.38 to $56.37, inclusive. The Reporting Person undertakes to provide to Eargo, Inc. (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 shares sold at each separate price within the range set forth above. |
(2) | These shares are held directly by Cooperatieve Gilde Healthcare V U.A. ("Gilde"). Gilde is managed by Gilde Healthcare V Management B.V. ("Management"). Management is owned by Gilde Healthcare Holding B.V. ("Holding"). Each of Management and Holding may be deemed to have voting, investment and dispositive power with respect to the securities held by Gilde. Each of Management and Holding disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities, except to the extent of their respective pecuniary interests therein. The Reporting Person is a partner of Gilde. The reporting person disclaims beneficial ownership of all applicable shares except to the extent of his actual pecuniary interest in such shares. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $56.38 to $57.37, 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 shares sold at each separate price within the range set forth above. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $57.38 to $57.97, 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 shares sold at each separate price within the range set forth above. |
(5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $53.95 to $54.89, 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 shares sold at each separate price within the range set forth above. |
(6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $55.00 to $55.72, 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 shares sold at each separate price within the range set forth above. |
(7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $56.13 to $57.07, 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 shares sold at each separate price within the range set forth above. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Pardo Geoff C/O GILDE HEALTHCARE PARTNERS 222 THIRD STREET, SUITE 1321 CAMBRIDGE, MA 02142 | X |
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Signatures
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/s/ Geoff Pardo | | 5/4/2021 |
**Signature of Reporting Person | Date |
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