Sec Form 4 Filing - Wu David James @ Eargo, Inc. - 2022-08-11

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 Wu David James 2. Issuer Name and Ticker or Trading Symbol Eargo, Inc. [ EAR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MAVERON LLC, 411 FIRST AVENUE SOUTH, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 08/11/2022 (Street) SEATTLE, WA98104 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 08/11/2022 S 10,120 D $ 0.9508( 1 ) 1,542,259 I See Footnote( 2 ) Common Stock 08/11/2022 J( 3 ) 1,542,259 D $ 0 0 I See Footnote( 4 ) Common Stock 08/11/2022 J( 5 ) 11,910 A $ 0 11,910 I See Footnote( 6 ) Common Stock 08/11/2022 J( 7 ) 11,910 D $ 0 0 I See Footnote( 6 ) Common Stock 08/11/2022 J( 8 ) 1,694 A $ 0 1,694 D( 9 ) Common Stock 08/11/2022 J( 10 ) 17,454 A $ 0 19,148 D( 9 )

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 Wu David James C/O MAVERON LLC 411 FIRST AVENUE SOUTH, SUITE 600 SEATTLE, WA98104 X Signatures /s/ David James Wu 08/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of 9,068 shares held by Maveron Equity Partners IV, L.P. ("MEP IV"), 294 shares held by Maveron IV Entrepreneurs' Fund, L.P. ("Entrepreneurs Fund IV"), and 758 shares held by MEP Associates IV, L.P. ("Associates Fund IV"). The Reporting Person is a partner at Maveron LLC, which is affiliated with MEP IV, 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. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions at prices ranging from $0.95 to $0.956, inclusive. The Reporting Person undertakes 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 securities sold at each separate price within the ranges set forth in this footnote (1) to this Form 4. ( 2 )Consists of 1,059,614 shares held by Maveron Equity Partners V, L.P. ("MEP V"), 131,398 shares held by Maveron V Entrepreneurs' Fund, L.P. ("Entrepreneurs Fund V"), and 351,247 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. ( 3 )MEP V, Entrepreneurs Fund V, and Associates Fund V made pro rata distributions for no consideration of 1,059,614 shares, 131,398 shares, and 351,247 shares, respectively, of common stock of the Issuer to its respective partners on August 11, 2022. ( 4 )Shares are owned directly by MEP V, Entrepreneurs Fund V, and 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. ( 5 )Shares acquired by Maveron General Partner V, LLC ("Maveron GP V") in connection with the distribution of such shares to the partners of MEP V and Entrepreneurs Fund V. ( 6 )Shares are owned directly by Maveron GP V. The Reporting Person is a partner at Maveron LLC, which is affiliated with Maveron GP V, and disclaims beneficial ownership of all applicable shares except to the extent of his actual pecuniary interest in such shares. ( 7 )Maveron GP V made pro rata distributions for no consideration of 11,910 shares of common stock of the Issuer to its partners on August 11, 2022. ( 8 )Shares acquired by Wu Family Trust, dtd 5/16/08 and Wu 2015 Irrevocable Trust dtd 3/31/15, the holding of which are attributable to the Reporting Person, in connection with the distribution of such shares to the partners of Maveron GP V on August 11, 2022. ( 9 )Shares are held by Wu Family Trust, dtd 5/16/08 and Wu 2015 Irrevocable Trust dtd 3/31/15, the holding of which are attributable to the Reporting Person. ( 10 )Shares acquired by Wu Family Trust, dtd 5/16/08 and Wu 2015 Irrevocable Trust dtd 3/31/15, the holding of which are attributable to the Reporting Person, in connection with the distribution of such shares to the partners of Entrepreneurs Fund V on August 11, 2022.

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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