Donald J. Spence - 16 Feb 2024 Form 4 Insider Report for Eargo, Inc. (EAR)

Role
Director
Signature
/s/ Christy La Pierre, Attorney-in-Fact for Donald J. Spence
Issuer symbol
EAR
Transactions as of
16 Feb 2024
Transactions value $
$0
Form type
4
Filing time
20 Feb 2024, 17:52:23 UTC
Previous filing
03 Jan 2024
Next filing
23 May 2024
SEC
View on sec.gov

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 Options (Right to Buy) Disposed to Issuer -5,859 -100% 0 16 Feb 2024 Common Stock 5,859 Direct F1, F2
transaction EAR Stock Options (Right to Buy) Disposed to Issuer -5,000 -100% 0 16 Feb 2024 Common Stock 5,000 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Donald J. Spence 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 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 of $2.55 per share in cash (the "Merger Consideration") over the per share exercise price of such Option, by (ii) the number of share of Eargo common stock (the "Shares")
F2 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.