Mark Thorpe - Feb 16, 2024 Form 4 Insider Report for Eargo, Inc. (EAR)

Role
CFO & CAO
Signature
/s/ Christy La Pierre, Attorney-in-Fact for Mark Thorpe
Stock symbol
EAR
Transactions as of
Feb 16, 2024
Transactions value $
$0
Form type
4
Date filed
2/20/2024, 05:50 PM
Previous filing
Nov 30, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EAR Common Stock Disposed to Issuer -32 -100% 0 Feb 16, 2024 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EAR Stock Option (Right to Buy) Disposed to Issuer -20K -100% 0 Feb 16, 2024 Common Stock 20K Direct F3
transaction EAR Stock Option (Right to Buy) Disposed to Issuer -20K -100% 0 Feb 16, 2024 Common Stock 20K Direct F3
transaction EAR Stock Option (Right to Buy) Disposed to Issuer -35K -100% 0 Feb 16, 2024 Common Stock 35K Direct F3
transaction EAR Stock Option (Right to Buy) Disposed to Issuer -1.7K -100% 0 Feb 16, 2024 Common Stock 1.7K Direct F3
transaction EAR Stock Option (Right to Buy) Disposed to Issuer -2.1K -100% 0 Feb 16, 2024 Common Stock 2.1K Direct F3
transaction EAR Stock Option (Right to Buy) Disposed to Issuer -832 -100% 0 Feb 16, 2024 Common Stock 832 Direct F3
transaction EAR Stock Option (Right to Buy) Disposed to Issuer -832 -100% 0 Feb 16, 2024 Common Stock 832 Direct F3
transaction EAR Stock Option (Right to Buy) Disposed to Issuer -101 -100% 0 Feb 16, 2024 Common Stock 101 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mark Thorpe is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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
F2 (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.
F3 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.