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^*

Bisgaard Peter

(Last)

(First)

(Middle)

C/O EARGO, INC.

1600 TECHNOLOGY DRIVE, 6TH FLOOR

(Street)

SAN JOSE

95110

(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)

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 C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	11,086	⁽¹⁾	D
Series C Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	1,330,361	⁽¹⁾	I	See Footnote⁽³⁾
Series D Preferred Stock	⁽⁴⁾	⁽²⁾	Common Stock	3,738	⁽⁴⁾	D
Series D Preferred Stock	⁽⁴⁾	⁽²⁾	Common Stock	261,701	⁽⁴⁾	I	See Footnote⁽³⁾
Series E Preferred Stock	⁽⁵⁾	⁽²⁾	Common Stock	24,907	⁽⁵⁾	D
Series E Preferred Stock	⁽⁵⁾	⁽²⁾	Common Stock	849,858	⁽⁵⁾	I	See Footnote⁽³⁾

Explanation of Responses:

1. 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.

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

3. These shares are held directly by Pivotal Alpha Limited ("Pivotal"). Investment and voting decisions by Pivotal are made jointly by the executive committee of Nan Fung Group Holdings Limited (the "NFGHL Executive Committee"), which indirectly owns Pivotal. Kam Chung Leung, Frank Kai Shui Seto, Vincent Sai Sing Cheung, Pui Kuen Cheung, Kin Ho Kwok, Vanessa Tih Lin Cheung, Meng Gao and Chun Wai Nelson Tang are each on the NFGHL Executive Committee. Mr. Bisgaard is a Managing Partner of Pivotal Bioventure Partners LLC, which is affiliated with Pivotal, and disclaims beneficial ownership of all applicable shares except to the extent of his actual pecuniary interest in such shares.

4. 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.

5. 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.

Remarks:

	/s/ Christy La Pierre, Attorney-in-Fact for Peter Bisgaard	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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