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^*

Wu David James

(Last)

(First)

(Middle)

C/O MAVERON LLC

411 1ST AVENUE SOUTH, SUITE 600

(Street)

SEATTLE

98104

(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
	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)

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	2,995	I	See Footnote⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	135,374	⁽²⁾	I	See Footnote⁽⁴⁾
Series B-1 Preferred Stock	⁽⁵⁾	⁽³⁾	Common Stock	182,901	⁽⁵⁾	I	See Footnote⁽⁶⁾
Series C Preferred Stock	⁽⁷⁾	⁽³⁾	Common Stock	55,428	⁽⁷⁾	I	See Footnote⁽⁸⁾
Series C-1 Preferred Stock	⁽⁹⁾	⁽³⁾	Common Stock	445,046	⁽⁹⁾	I	See Footnote⁽¹⁰⁾
Series D Preferred Stock	⁽¹¹⁾	⁽³⁾	Common Stock	18,691	⁽¹¹⁾	I	See Footnote⁽¹²⁾
Series E Preferred Stock	⁽¹³⁾	⁽³⁾	Common Stock	4,164	⁽¹³⁾	I	See Footnote⁽¹⁴⁾

Explanation of Responses:

1. Consists of 2,051 shares held by Maveron Equity Partners V, L.P. ("MEP V"), 254 shares held by Maveron V Entrepreneurs' Fund, L.P. ("Entrepreneurs Fund V"), and 690 shares held by MEP Associates V, L.P. ("Associates Fund V"). The Reporting Person is a partner at Maveron LLC, which is affiliated with MEP V, Entrepreneurs Fund V and Associates Fund V, and disclaims beneficial ownership of all applicable shares except to the extent of his actual pecuniary interest in such shares.

2. The shares of the Issuer's Series A Preferred Stock automatically convert into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1.959283637 basis immediately prior to the consummation of the Issuer's initial public offering.

3. The expiration date is not relevant to the conversion of these securities.

4. Consists of 4,628 shares held by Maveron Equity Partners IV, L.P. ("MEP IV"), 89,154 shares held by MEP V, 150 shares held by Maveron IV Entrepreneurs' Fund, L.P. ("Entrepreneurs Fund IV"), 11,068 shares held by Entrepreneurs Fun V, and 29,987 shares held by Associates Fund V. The Reporting Person is a partner at Maveron LLC, which is affiliated with MEP IV, MEP V, Entrepreneurs Fund IV and Associates Fund IV, and disclaims beneficial ownership of all applicable shares except to the extent of his actual pecuniary interest in such shares.

5. The shares of the Issuer's Series B-1 Preferred Stock automatically convert into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1.400930233 basis immediately prior to the consummation of the Issuer's initial public offering.

6. Consists of 125,233 shares held by MEP V, 15,546 shares held by Entrepreneurs Fund V, and 42,122 shares held by Associates Fund V. The Reporting Person is a partner at Maveron LLC, which is affiliated with MEP V, Entrepreneurs Fund V and Associates Fund V, and disclaims beneficial ownership of all applicable shares except to the extent of his actual pecuniary interest in such shares.

7. 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.

8. Consists of 45,286 shares held by MEP V, 5,598 shares held by Entrepreneurs Fund V, and 4,544 shares held by Associates Fund V. The Reporting Person is a partner at Maveron LLC, which is affiliated with MEP V, Entrepreneurs Fund V and Associates Fund V, and disclaims beneficial ownership of all applicable shares except to the extent of his actual pecuniary interest in such shares.

9. The shares of the Issuer's Series C-1 Preferred Stock automatically convert into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1.037033844 basis immediately prior to the consummation of the Issuer's initial public offering.

10. Consists of 304,723 shares held by MEP V, 37,829 shares held by Entrepreneurs Fund V, and 102,494 shares held by Associates Fund V. The Reporting Person is a partner at Maveron LLC, which is affiliated with MEP V, Entrepreneurs Fund V and Associates Fund V, and disclaims beneficial ownership of all applicable shares except to the extent of his actual pecuniary interest in such shares.

11. The shares of the Issuer's Series D Preferred Stock automatically convert into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1.246748888 basis immediately prior to the consummation of the Issuer's initial public offering.

12. Consists of 13,635 shares held by MEP V, 1,692 shares held by Entrepreneurs Fund V, and 3,364 shares held by Associates Fund V. The Reporting Person is a partner at Maveron LLC, which is affiliated with MEP V, Entrepreneurs Fund V and Associates Fund V, and disclaims beneficial ownership of all applicable shares except to the extent of his actual pecuniary interest in such shares.

13. The shares of the Issuer's Series E Preferred Stock automatically convert into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1 basis immediately prior to the consummation of the Issuer's initial public offering.

14. Consists of 3,038 shares held by MEP V, 377 shares held by Entrepreneurs Fund V, and 749 shares held by Associates Fund V. The Reporting Person is a partner at Maveron LLC, which is affiliated with MEP V, Entrepreneurs Fund V and Associates Fund V, and disclaims beneficial ownership of all applicable shares except to the extent of his actual pecuniary interest in such shares.

Remarks:

	/s/ Christy La Pierre, Attorney-in-Fact for David James Wu	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).
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