SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Bisgaard Peter (Last) (First) (Middle) C/O EARGO, INC. 1600 TECHNOLOGY DRIVE, 6TH FLOOR (Street) SAN JOSE CA 95110 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 10/20/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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		41,969	A	(1)(2)(3)	41,969	D
Common Stock	10/20/2020		C		2,664,502	A	(1)(2)(3)	2,664,502	I	See footnote(4)
Common Stock	10/20/2020		P		222,222	A	$18	2,886,724	I	See footnotes(5)(6)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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 C Preferred Stock	(1)	10/20/2020		C			11,086	(1)	(1)	Common Stock	12,402	$0.00	0	D
Series C Preferred Stock	(1)	10/20/2020		C			1,330,361	(1)	(1)	Common Stock	1,488,369	$0.00	0	I	See Footnote(4)
Series D Preferred Stock	(2)	10/20/2020		C			3,738	(2)	(2)	Common Stock	4,660	$0.00	0	D
Series D Preferred Stock	(2)	10/20/2020		C			261,701	(2)	(2)	Common Stock	326,275	$0.00	0	I	See Footnote(4)
Series E Preferred Stock	(3)	10/20/2020		C			24,907	(3)	(3)	Common Stock	24,907	$0.00	0	D
Series E Preferred Stock	(3)	10/20/2020		C			849,858	(3)	(3)	Common Stock	849,858	$0.00	0	I	See Footnote(4)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. These shares are held directly by Pivotal Alpha Limited ("Pivotal"). Investment and voting decisions by Pivotal are made jointly by the executive committee of Nan Fung Group Holdings Limited (the "NFGHL Executive Committee"), which indirectly owns Pivotal. Kam Chung Leung, Frank Kai Shui Seto, Vincent Sai Sing Cheung, Pui Kuen Cheung, Kin Ho Kwok, Vanessa Tih Lin Cheung, Meng Gao and Chun Wai Nelson Tang are each on the NFGHL Executive Committee. Mr. Bisgaard is a Managing Partner of Pivotal Bioventure Partners LLC, which is affiliated with Pivotal, and disclaims beneficial ownership of all applicable shares except to the extent of his actual pecuniary interest in such shares.

5. Includes 2,664,502 shares held directly by Pivotal Alpha Limited ("Pivotal") and 222,222 shares held directly by Permwell Management Limited ("Permwell"). Investment and voting decisions by Pivotal are made jointly by the executive committee of Nan Fung Group Holdings Limited (the "NFGHL Executive Committee"), which indirectly owns Pivotal and Permwell. Investment decisions by Permwell are generally made by Nan Fung Trinity (HK) Limited, which is indirectly owned by Nan Fung Group Holdings Limited. Voting decisions by Permwell are made by the NFGHL Executive Committee.

6. (Continued from footnote 5) Kam Chung Leung, Frank Kai Shui Seto, Vincent Sai Sing Cheung, Pui Kuen Cheung, Kin Ho Kwok, Vanessa Tih Lin Cheung, Meng Gao and Chun Wai Nelson Tang are each on the NFGHL Executive Committee. Mr. Bisgaard is a Managing Partner of Pivotal Bioventure Partners LLC, which is affiliated with Pivotal and Permwell, and disclaims beneficial ownership of all applicable shares except to the extent of his actual pecuniary interest in such shares.

Remarks:

	/s/ Christy La Pierre, Attorney-in-Fact for Peter Bisgaard	10/22/2020
	** Signature of Reporting Person	Date
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