Sec Form 4 Filing - New Enterprise Associates 15, L.P. @ Eargo, Inc. - 2020-10-20

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
New Enterprise Associates 15, L.P.
2. Issuer Name and Ticker or Trading Symbol
Eargo, Inc. [ EAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1954 GREENSPRING DRIVE, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
10/20/2020
(Street)
TIMONIUM, MD21093
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 10/20/2020 C 1,858,716 A 1,858,716 D ( 2 )
Common Stock 10/20/2020 C 1,426,354 A 3,285,070 D ( 2 )
Common Stock 10/20/2020 C 791,214 A 4,076,284 D ( 2 )
Common Stock 10/20/2020 C 699,163 A 4,775,447 D ( 2 )
Common Stock 10/20/2020 C 1,433,459 A 6,208,906 D ( 2 )
Common Stock 10/20/2020 P 311,111 A $ 18 6,520,017 D ( 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
Series B-1 Preferred Stock ( 1 ) 10/20/2020 C 546,532 ( 1 ) ( 1 ) Common Stock 1,858,716 $ 0 0 D ( 2 )
Series C Preferred Stock ( 3 ) 10/20/2020 C 1,274,929 ( 3 ) ( 3 ) Common Stock 1,426,354 $ 0 0 D ( 2 )
Series C-1 Preferred Stock ( 4 ) 10/20/2020 C 762,959 ( 4 ) ( 4 ) Common Stock 791,214 $ 0 0 D ( 2 )
Series D Preferred Stock ( 5 ) 10/20/2020 C 560,789 ( 5 ) ( 5 ) Common Stock 699,163 $ 0 0 D ( 2 )
Series E Preferred Stock ( 6 ) 10/20/2020 C 1,433,459 ( 6 ) ( 6 ) Common Stock 1,433,459 $ 0 0 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
New Enterprise Associates 15, L.P.
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD21093
X
NEA Partners 15, L.P.
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD21093
X
NEA 15 GP, LLC
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD21093
X
Signatures
/s/ Sasha Keough, attorney-in-fact 10/22/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series B-1 Preferred Stock automatically converted into shares of Common Stock on a 1:3.400930233 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
( 2 )The shares are directly held by New Enterprise Associates 15, L.P. ("NEA 15"), and indirectly held by NEA Partners 15, L.P. ("NEA Partners 15"), the sole general partner of NEA 15, NEA 15 GP, LLC ("NEA 15 GP"), the sole general partner of NEA Partners 15, and the individual managers of NEA 15 GP (NEA Partners 15, NEA 15 GP and the individual managers of NEA 15 GP, together, the "Indirect Reporting Persons"). The individual managers of NEA 15 GP are Forest Baskett, Anthony A. Florence, Jr., Mohamad Makhzoumi, Josh Makower, Scott D. Sandell and Peter W. Sonsini. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 15 shares in which the Indirect Reporting Persons have no pecuniary interest.
( 3 )The Series C Preferred Stock automatically converted into shares of Common Stock on a 1:1.118772093 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
( 4 )The Series C-1 Preferred Stock automatically converted into shares of Common Stock on a 1:1.037033844 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
( 5 )The Series D Preferred Stock automatically converted into shares of Common Stock on a 1:1.246748888 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
( 6 )The Series E Preferred Stock automatically converted into shares of Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration 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 4(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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