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* PSC Echo, LP (Last) (First) (Middle) 2884 SAND HILL ROAD SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/23/2022	3. Issuer Name and Ticker or Trading Symbol Eargo, Inc. [ EAR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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(1)	316,425,980	I(2)	See Footnote(2)

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

1. Name and Address of Reporting Person* PSC Echo, LP (Last) (First) (Middle) 2884 SAND HILL ROAD SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* PSC Echo GP, LLC (Last) (First) (Middle) 2884 SAND HILL ROAD SUITE 100 (Street) MENLO PARK CA 94025 (City) (State) (Zip)

Explanation of Responses:

1. In connection with the transactions contemplated by the Note Purchase Agreement, by and between the Issuer, PSC Echo, LP and Drivetrain Agency Services, LLC, as administrative agent and collateral agent, and in connection with the closing of the Issuer's rights offering on November 23, 2022 and the conversion of senior secured notes issued pursuant thereto, PSC Echo, LP received an aggregate of 316,425,980 shares of common stock of the Issuer.

2. PSC Echo GP, LLC is the general partner of PSC Echo, LP and may be deemed to beneficially own the shares of Common Stock held by PSC Echo, LP. Voting and investment decisions with respect to the shares of Common Stock held by PSC Echo, LP are made by the management committee of PSC Echo GP, LLC.

Remarks:

	PSC ECHO LP, By: PSC Echo GP, its General Partner, By: /s/ Adam Fliss, Vice President	12/05/2022
	PSC ECHO GP, LLC, By: /s/ Adam Fliss, Vice President	12/05/2022
	** 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).
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