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* New Enterprise Associates 15, L.P. (Last) (First) (Middle) 1954 GREENSPRING DRIVE SUITE 600 (Street) TIMONIUM MD 21093 (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) Director X 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) Form filed by One Reporting Person X 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		1,858,716	A	(1)	1,858,716	D(2)
Common Stock	10/20/2020		C		1,426,354	A	(3)	3,285,070	D(2)
Common Stock	10/20/2020		C		791,214	A	(4)	4,076,284	D(2)
Common Stock	10/20/2020		C		699,163	A	(5)	4,775,447	D(2)
Common Stock	10/20/2020		C		1,433,459	A	(6)	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 (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 B-1 Preferred Stock	(1)	10/20/2020		C			546,532	(1)	(1)	Common Stock	1,858,716	$0.00	0	D(2)
Series C Preferred Stock	(3)	10/20/2020		C			1,274,929	(3)	(3)	Common Stock	1,426,354	$0.00	0	D(2)
Series C-1 Preferred Stock	(4)	10/20/2020		C			762,959	(4)	(4)	Common Stock	791,214	$0.00	0	D(2)
Series D Preferred Stock	(5)	10/20/2020		C			560,789	(5)	(5)	Common Stock	699,163	$0.00	0	D(2)
Series E Preferred Stock	(6)	10/20/2020		C			1,433,459	(6)	(6)	Common Stock	1,433,459	$0.00	0	D(2)

1. Name and Address of Reporting Person* New Enterprise Associates 15, L.P. (Last) (First) (Middle) 1954 GREENSPRING DRIVE SUITE 600 (Street) TIMONIUM MD 21093 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NEA Partners 15, L.P. (Last) (First) (Middle) 1954 GREENSPRING DRIVE SUITE 600 (Street) TIMONIUM MD 21093 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NEA 15 GP, LLC (Last) (First) (Middle) 1954 GREENSPRING DRIVE SUITE 600 (Street) TIMONIUM MD 21093 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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.

Remarks:

	/s/ Sasha Keough, attorney-in-fact	10/22/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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