Katie J. Bayne - Feb 16, 2024 Form 4 Insider Report for Eargo, Inc. (EAR)

Role: Director
Signature: /s/ Christy La Pierre, Attorney-in-Fact for Katie J. Bayne
Stock symbol: EAR
Transactions as of: Feb 16, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/20/2024, 05:54 PM
Previous filing: Jan 2, 2024
Next filing: May 23, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	EAR	Stock Options (Right to Buy)	Disposed to Issuer	-516	-100%	Feb 16, 2024	Common Stock	516	Direct	F1, F2
transaction	EAR	Stock Options (Right to Buy)	Disposed to Issuer	-3.74K	-100%	Feb 16, 2024	Common Stock	3.74K	Direct	F1, F2
transaction	EAR	Stock Options (Right to Buy)	Disposed to Issuer	-3.7K	-100%	Feb 16, 2024	Common Stock	3.7K	Direct	F1, F2
transaction	EAR	Stock Options (Right to Buy)	Disposed to Issuer	-5K	-100%	Feb 16, 2024	Common Stock	5K	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Katie J. Bayne is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated October 29, 2023, by and among PSC Echo Parent LLC, PSC Echo Merger Sub Inc., and Eargo (the "Merger Agreement"), at the effective time of the merger (the "Effective Time"), each award of Eargo stock options ("Options") held by the reporting person and granted under the Eargo, Inc. 2020 Incentive Award Plan or the Eargo, Inc. 2010 Equity Incentive Plan that was outstanding and unexercised immediately prior to or upon the Effective Time, whether vested or unvested, was cancelled, with the holder of such Option becoming entitled to receive an amount in cash, without interest and subject to applicable tax withholding, equal to the product obtained by multiplying (i) the excess, if any, of the merger consideration of $2.55 per share in cash (the "Merger Consideration") over the per share exercise price of such Option, by (ii) the number of share of Eargo common stock (the "Shares")
F2	covered by such Option immediately prior to and upon the Effective Time, with any Options that have a per share exercise price that is greater than or equal to the Merger Consideration being cancelled for no consideration as of the Effective Time.

Content

Pursuant to the Agreement and Plan of Merger, dated October 29, 2023, by and among PSC Echo Parent LLC, PSC Echo Merger Sub Inc., and Eargo (the "Merger Agreement"), at the effective time of the merger (the "Effective Time"), each award of Eargo stock options ("Options") held by the reporting person and granted under the Eargo, Inc. 2020 Incentive Award Plan or the Eargo, Inc. 2010 Equity Incentive Plan that was outstanding and unexercised immediately prior to or upon the Effective Time, whether vested or unvested, was cancelled, with the holder of such Option becoming entitled to receive an amount in cash, without interest and subject to applicable tax withholding, equal to the product obtained by multiplying (i) the excess, if any, of the merger consideration of $2.55 per share in cash (the "Merger Consideration") over the per share exercise price of such Option, by (ii) the number of share of Eargo common stock (the "Shares")

covered by such Option immediately prior to and upon the Effective Time, with any Options that have a per share exercise price that is greater than or equal to the Merger Consideration being cancelled for no consideration as of the Effective Time.