SEC FORM 4

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

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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^*

SANDELL SCOTT D

(Last)

(First)

(Middle)

1954 GREENSPRING DRIVE

SUITE 600

(Street)

TIMONIUM

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)
05/24/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/24/2021		J⁽¹⁾		2,000,000	D	$0.00	4,520,019	I	See Note 2⁽²⁾
Common Stock	05/24/2021		J⁽³⁾		30,000	A	$0.00	30,000	I	See Note 4⁽⁴⁾
Common Stock	05/24/2021		J⁽⁵⁾		30,000	D	$0.00	0	I	See Note 4⁽⁴⁾
Common Stock	05/24/2021		J⁽⁶⁾		195	A	$0.00	195	I	See Note 7⁽⁷⁾
Common Stock	05/24/2021		J⁽⁸⁾		195	A	$0.00	195	I	See Note 9⁽⁹⁾
Common Stock	05/24/2021		J⁽¹⁰⁾		1,231	A	$0.00	1,231	I	See Note 11⁽¹¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. New Enterprise Associates 15, L.P. ("NEA 15") made a pro rata distribution for no consideration of an aggregate of 2,000,000 shares of Common Stock of the Issuer to its general partner and its limited partners on May 24, 2021.

2. The Reporting Person is a manager of NEA 15 GP, LLC ("NEA 15 GP"), which is the sole general partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners 15 is the sole general partner of NEA 15, which is the direct beneficial owner of the shares. The Reporting Person disclaims 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 Reporting Person has no pecuniary interest.

3. NEA Partners 15 received 30,000 shares of Common Stock of the Issuer in the distribution by NEA 15 on May 24, 2021.

4. The Reporting Person is a manager of NEA 15 GP, which is the sole general partner of NEA Partners 15, the direct beneficial owner of the shares. The Reporting Person disclaims 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 Partners 15 shares in which the Reporting Person has no pecuniary interest.

5. NEA Partners 15 made a pro rata distribution for no consideration of an aggregate of 30,000 shares of Common Stock of the Issuer to its limited partners on May 24, 2021.

6. Genevieve P. Hardigg, as trustee of the Jennifer Ayer Sandell Rising River Trust, dated December 20, 2012 (the "Jennifer Sandell Rising River Trust"), received 195 shares of Common Stock of the Issuer in the distribution by NEA Partners 15 on May 24, 2021.

7. The shares are held directly by the Jennifer Sandell Rising River Trust. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the Jennifer Sandell Rising River Trust shares in which the Reporting Person has no pecuniary interest.

8. Genevieve P. Hardigg, as trustee of the Scott Sandell Rising River Trust, dated December 20, 2012 (the "Scott Sandell Rising River Trust"), received 195 shares of Common Stock of the Issuer in the distribution by NEA Partners 15 on May 24, 2021.

9. The shares are held directly by the Scott Sandell Rising River Trust. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the Scott Sandell Rising River Trust shares in which the Reporting Person has no pecuniary interest.

10. The Reporting Person, as trustee of the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust") received 1,231 shares of Common Stock of the Issuer in the distribution by NEA Partners 15 on May 24, 2021.

11. The shares are held directly by the Blue Mountain Trust. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the Blue Mountain Trust shares in which the Reporting Person has no pecuniary interest.

Remarks:

	/s/ Sasha Keough, attorney-in-fact	05/26/2021
	** Signature of Reporting Person	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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