0000950103-24-002447.txt : 20240220 0000950103-24-002447.hdr.sgml : 20240220 20240220175002 ACCESSION NUMBER: 0000950103-24-002447 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240216 FILED AS OF DATE: 20240220 DATE AS OF CHANGE: 20240220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thorpe Mark CENTRAL INDEX KEY: 0001904919 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39616 FILM NUMBER: 24655293 MAIL ADDRESS: STREET 1: C/O EARGO, INC. STREET 2: 2665 NORTH FIRST STREET, SUITE 300 CITY: SAN JOSE STATE: CA ZIP: 95134 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Eargo, Inc. CENTRAL INDEX KEY: 0001719395 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 273879804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2665 NORTH FIRST STREET STREET 2: SUITE 300 CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 650-351-7700 MAIL ADDRESS: STREET 1: 2665 NORTH FIRST STREET STREET 2: SUITE 300 CITY: SAN JOSE STATE: CA ZIP: 95134 4 1 dp206981_4-thorpe.xml FORM 4 X0508 4 2024-02-16 1 0001719395 Eargo, Inc. EAR 0001904919 Thorpe Mark C/O EARGO, INC. 2665 NORTH FIRST STREET, SUITE 300 SAN JOSE CA 95134 0 1 0 0 CFO & CAO 0 Common Stock 2024-02-16 4 D 0 32 D 0 D Stock Option (Right to Buy) 2024-02-16 4 D 0 20000 D 2033-01-31 Common Stock 20000 0 D Stock Option (Right to Buy) 2024-02-16 4 D 0 20000 D 2033-01-31 Common Stock 20000 0 D Stock Option (Right to Buy) 2024-02-16 4 D 0 35000 D 2033-08-14 Common Stock 35000 0 D Stock Option (Right to Buy) 2024-02-16 4 D 0 1702 D 2030-08-02 Common Stock 1702 0 D Stock Option (Right to Buy) 2024-02-16 4 D 0 2101 D 2030-08-02 Common Stock 2101 0 D Stock Option (Right to Buy) 2024-02-16 4 D 0 832 D 2030-09-17 Common Stock 832 0 D Stock Option (Right to Buy) 2024-02-16 4 D 0 832 D 2030-09-17 Common Stock 832 0 D Stock Option (Right to Buy) 2024-02-16 4 D 0 101 D 2033-08-14 Common Stock 101 0 D 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 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 of $2.55 per share in cash (the "Merger Consideration") and (ii) the total number of shares of Eargo's common stock ("Shares") 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) 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. 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. /s/ Christy La Pierre, Attorney-in-Fact for Mark Thorpe 2024-02-20