Sec Form 4 Filing - Gilde Healthcare Holding B.V. @ Eargo, Inc. - 2021-04-23

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Gilde Healthcare Holding B.V.
2. Issuer Name and Ticker or Trading Symbol
Eargo, Inc. [ EAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% Owner
(Last) (First) (Middle)
C/O GILDE HEALTHCARE PARTNERS, 222 THIRD STREET, SUITE 1321
3. Date of Earliest Transaction (MM/DD/YY)
04/23/2021
(Street)
CAMBRIDGE, MA02142
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/23/2021 S 61,035 D $ 49.28 ( 1 ) 3,758,782 I See footnote ( 2 )
Common Stock 04/23/2021 S 72,707 D $ 50.11 ( 3 ) 3,686,075 I See footnote ( 2 )
Common Stock 04/23/2021 S 17,384 D $ 50.75 ( 4 ) 3,668,691 I See footnote ( 2 )
Common Stock 04/26/2021 S 14,910 D $ 50.25 ( 5 ) 3,653,781 I See footnote ( 2 )
Common Stock 04/26/2021 S 16,265 D $ 51.3 ( 6 ) 3,637,516 I See footnote ( 2 )
Common Stock 04/26/2021 S 19,032 D $ 52.29 ( 7 ) 3,618,484 I See footnote ( 2 )
Common Stock 04/26/2021 S 108,004 D $ 53.36 ( 8 ) 3,510,480 I See footnote ( 2 )
Common Stock 04/26/2021 S 69,404 D $ 54.16 ( 9 ) 3,441,076 I See footnote ( 2 )
Common Stock 04/27/2021 S 28,813 D $ 53.7 ( 10 ) 3,412,263 I See footnote ( 2 )
Common Stock 04/27/2021 S 68,525 D $ 54.66 ( 11 ) 3,343,738 I See footnote ( 2 )
Common Stock 04/27/2021 S 35,377 D $ 55.53 ( 12 ) 3,308,361 I See footnote ( 2 )
Common Stock 04/27/2021 S 911 D $ 56.21 ( 13 ) 3,307,450 I See footnote ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gilde Healthcare Holding B.V.
C/O GILDE HEALTHCARE PARTNERS
222 THIRD STREET, SUITE 1321
CAMBRIDGE, MA02142
Former 10% Owner
Signatures
Cooperatieve Gilde Healthcare V U.A., By: /s/ Marc Perret, Name: Marc Perret, Title: Managing Director 04/27/2021
Signature of Reporting Person Date
Gilde Healthcare V Management B.V., By: /s/ Marc Perret, Name: Marc Perret, Title: Managing Director 04/27/2021
Signature of Reporting Person Date
Gilde Healthcare Holding B.V., By: /s/ Marc Perret, Name: Marc Perret, Title: Managing Director 04/27/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $48.56 to $49.54, inclusive. The Reporting Persons undertake to provide to Eargo, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 2 )These shares are held directly by Cooperatieve Gilde Healthcare V U.A. ("Gilde"). Gilde is managed by Gilde Healthcare V Management B.V. ("Management"). Management is owned by Gilde Healthcare Holding B.V. ("Holding"). Each of Management and Holding may be deemed to have voting, investment and dispositive power with respect to the securities held by Gilde. Each of Management and Holding disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities, except to the extent of their respective pecuniary interests therein.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $49.55 to $50.54, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $50.55 to $51.09, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $49.82 to $50.80, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $50.82 to $51.79, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $51.84 to $52.83, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $52.85 to $53.84, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $53.85 to $54.52, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $53.07 to $54.05, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 11 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $54.07 to $55.07, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 12 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $55.07 to $56.04, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
( 13 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $56.13 to $56.28, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

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 4(b)(v).
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