SEC FORM 4 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*
Wu David James

(Last) (First) (Middle)
C/O MAVERON LLC
411 1ST AVENUE SOUTH, SUITE 600

(Street)
SEATTLE WA 98104

(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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/22/2022
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 11/22/2022 X 173,812(1) A $0.5 192,079 D
Common Stock 11/22/2022 X 307,921(2) A $0.5 500,000 D
Common Stock 11/22/2022 X 8,382(1) A $0.5 9,263 I See Footnote(3)
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
Subscription Rights (right to buy) $0.5(4) 11/22/2022 X 18,267 10/31/2022 (5) Common Stock 173,812 $0.00 0 D
Subscription Rights (right to buy) $0.5(4) 11/22/2022 X 881 10/31/2022 (5) Common Stock 8,382 $0.00 0 I See Footnote(6)
Explanation of Responses:
1. Represents shares of the Issuer's Common Stock acquired by the Reporting Person following the exercise of his basic subscription rights in connection with the Issuer's rights offering to holders of Common Stock, as described in the issuer's prospectus dated October 27, 2022 (the "Rights Offering"). Each holder of Common Stock of record as of October 24, 2022 received one right for each share of Common Stock, and each right entitled the holder of Common Stock to purchase 9.5151 shares of Common Stock at the subscription price of $0.50 per whole share.
2. Shares acquired by the Reporting Person following the exercise of his over-subscription privilege in connection with the Rights Offering described in footnote 1.
3. Shares held indirectly by the Reporting Person through the Wu 2015 Irrevocable Trust, of which the Reporting Person's wife is a trustee. Amount includes 881 shares, which were previously shown as directly held in the Reporting Person's Form 4 filing on August 15, 2022.
4. Represents exercise price per whole share of Common Stock.
5. The Rights Offering expired on November 17, 2022, and final determination of the pro rata allocation for each exercising holder was determined on November 22, 2022.
6. Subscription Rights held indirectly by the Reporting Person through the Wu 2015 Irrevocable Trust, of which the Reporting Person's wife is a trustee.
Remarks:
/s/ Christy La Pierre, Attorney-in-Fact for David James Wu 11/25/2022
** 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 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).
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