William Brownie - Feb 16, 2024 Form 4 Insider Report for Eargo, Inc. (EAR)

Role: Interim CEO & COO
Signature: /s/ Christy La Pierre, Attorney-in-Fact for William Brownie
Stock symbol: EAR
Transactions as of: Feb 16, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/20/2024, 06:03 PM
Previous filing: Nov 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EAR	Common Stock	Disposed to Issuer		-38	-12.84%		258	Feb 16, 2024	Direct	F1
transaction	EAR	Common Stock	Disposed to Issuer		-258	-100%		0	Feb 16, 2024	Direct	F2, F3

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	EAR	Stock Option (Right to Buy)	Disposed to Issuer		-113K	-100%		0	Feb 16, 2024	Common Stock	113K		Direct	F4
transaction	EAR	Stock Option (Right to Buy)	Disposed to Issuer		-93.8K	-100%		0	Feb 16, 2024	Common Stock	93.8K		Direct	F4
transaction	EAR	Stock Option (Right to Buy)	Disposed to Issuer		-93.8K	-100%		0	Feb 16, 2024	Common Stock	93.8K		Direct	F4
transaction	EAR	Stock Option (Right to Buy)	Disposed to Issuer		-825	-100%		0	Feb 16, 2024	Common Stock	825		Direct	F4
transaction	EAR	Stock Option (Right to Buy)	Disposed to Issuer		-3.48K	-100%		0	Feb 16, 2024	Common Stock	3.48K		Direct	F4
transaction	EAR	Stock Option (Right to Buy)	Disposed to Issuer		-382	-100%		0	Feb 16, 2024	Common Stock	382		Direct	F4
transaction	EAR	Stock Option (Right to Buy)	Disposed to Issuer		-4.61K	-100%		0	Feb 16, 2024	Common Stock	4.61K		Direct	F4
transaction	EAR	Stock Option (Right to Buy)	Disposed to Issuer		-2.62K	-100%		0	Feb 16, 2024	Common Stock	2.62K		Direct	F4
transaction	EAR	Stock Option (Right to Buy)	Disposed to Issuer		-2.62K	-100%		0	Feb 16, 2024	Common Stock	2.62K		Direct	F4
transaction	EAR	Stock Option (Right to Buy)	Disposed to Issuer		-2.62K	-100%		0	Feb 16, 2024	Common Stock	2.62K		Direct	F4
transaction	EAR	Stock Option (Right to Buy)	Disposed to Issuer		-520	-100%		0	Feb 16, 2024	Common Stock	520		Direct	F4
transaction	EAR	Stock Option (Right to Buy)	Disposed to Issuer		-1.61K	-100%		0	Feb 16, 2024	Common Stock	1.61K		Direct	F4
transaction	EAR	Stock Option (Right to Buy)	Disposed to Issuer		-2.21K	-100%		0	Feb 16, 2024	Common Stock	2.21K		Direct	F4

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

William Brownie is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents shares of common stock of Eargo, Inc. ("Eargo") disposed of 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"). Pursuant to the Merger Agreement, at the effective time of the merger (the "Effective Time"), each share of Eargo common stock (the "Shares") held by the reporting person was converted automatically into the right to receive $2.55 per share in cash (the "Merger Consideration").
F2	Pursuant to the Merger Agreement, at the Effective Time, each award of Eargo restricted stock units ("RSUs") held by the reporting person and granted under the Eargo, Inc. 2020 Incentive Award Plan or the Eargo, Inc. 2010 Equity Incentive Plan was converted into the right to receive an amount in cash, without interest and subject to applicable tax withholding (the "RSU Cash Replacement Award"), equal to the product of (i) the Merger Consideration and (ii) the total number of shares of Eargo's common stock subject to such RSU as of immediately prior to the Effective Time, which such RSU Cash Replacement Awards to have the same terms and conditions (including with respect to vesting)
F3	as applied to the RSU for which they were exchanged, except for terms rendered inoperative by reason of the Merger Agreement or for such other administrative or ministerial changes that are reasonable and made in good faith to conform the administration of the RSU Cash Replacement Awards. Each RSU represented a right to receive one Share.
F4	Pursuant to the Merger Agreement, at 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 over the per share exercise price of such Option, by (ii) the number of 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.