SEC FORM 3 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*
Gormsen Christian

(Last) (First) (Middle)
C/O EARGO, INC.
1600 TECHNOLOGY DRIVE, 6TH FLOOR

(Street)
SAN JOSE CA 95110

(City) (State) (Zip)
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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
5. 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 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 66,666 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 C Preferred Stock (1) (2) Common Stock 13,303 (1) D
Stock Option (Right to Buy) (3) 11/28/2027 Common Stock 542,877 1.29 D
Stock Option (Right to Buy) (3) 11/02/2028 Common Stock 43,333 1.41 D
Stock Option (Right to Buy) (4) 08/02/2028 Common Stock 442,638 2.55 D
Stock Option (Right to Buy) (5) 08/19/2030 Common Stock 168,408 2.55 D
Stock Option (Right to Buy) (6) 08/19/2030 Common Stock 168,408 2.55 D
Stock Option (Right to Buy) (7) 08/19/2030 Common Stock 168,408 2.55 D
Stock Option (Right to Buy) (3) 07/15/2030 Common Stock 288,904 2.55 D
Explanation of Responses:
1. The shares of the Issuer's Series C Preferred Stock automatically convert into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1.118772093 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. Fully exercisable.
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, 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 December 31, 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 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.
6. 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 June 30, 2021 (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 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.
7. 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 December 31, 2021 (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 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.
Remarks:
/s/ Christy La Pierre, Attorney-in-Fact for Christian Gormsen 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.
                                    Eargo, Inc.

                                 Power of Attorney

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of (i) the Chief Financial Officer of Eargo, Inc., a Delaware
corporation (the "Company"), who is currently Adam Laponis, and (ii) the
Company's Chief Legal Officer, who is currently Christy La Pierre, and their
respective successors (including anyone serving in such capacities on an interim
or acting basis), signing singly, with full powers of substitution, as the
undersigned's true and lawful attorney-in-fact to:

    1.  prepare, execute in the undersigned's name and on the undersigned's
        behalf, and submit to the U.S. Securities and Exchange Commission (the
        "SEC") a Form ID, including amendments thereto, and any other documents
        necessary or appropriate to obtain codes and passwords enabling the
        undersigned to make electronic filings with the SEC of reports required
        by Section 16(a) of the Securities Exchange Act of 1934 or any rule or
        regulation of the SEC;

    2.  execute for and on behalf of the undersigned, in the undersigned's
        capacity as an officer and director of the Company, Forms 3, 4, and 5
        and any amendments thereto in accordance with Section 16(a) of the
        Securities Exchange Act of 1934 and the rules thereunder;

    3.  do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        Form 3, 4, or 5, complete and execute any amendment or amendments
        thereto, and timely file such form with the SEC and any stock exchange
        or similar authority; and

    4.  take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such attorney-in-
        fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 2nd day of October, 2020.

                                        /s/ Christian Gormsen
                                        -------------------------------
                                        By:  Christian Gormsen