4//SEC Filing
Brownie William 4
Accession 0000950103-24-002455
CIK 0001719395other
Filed
Feb 19, 7:00 PM ET
Accepted
Feb 20, 6:03 PM ET
Size
36.6 KB
Accession
0000950103-24-002455
Insider Transaction Report
Form 4
Eargo, Inc.EAR
Brownie William
Chief Operating Officer
Transactions
- Disposition to Issuer
Common Stock
2024-02-16−38→ 258 total - Disposition to Issuer
Common Stock
2024-02-16−258→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2024-02-16−112,500→ 0 totalExp: 2033-08-14→ Common Stock (112,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-02-16−93,750→ 0 totalExp: 2033-01-31→ Common Stock (93,750 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-02-16−93,750→ 0 totalExp: 2033-01-31→ Common Stock (93,750 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-02-16−825→ 0 totalExp: 2031-01-28→ Common Stock (825 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-02-16−3,482→ 0 totalExp: 2027-11-28→ Common Stock (3,482 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-02-16−382→ 0 totalExp: 2028-11-02→ Common Stock (382 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-02-16−4,611→ 0 totalExp: 2030-08-02→ Common Stock (4,611 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-02-16−2,619→ 0 totalExp: 2030-08-19→ Common Stock (2,619 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-02-16−2,619→ 0 totalExp: 2030-08-19→ Common Stock (2,619 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-02-16−2,619→ 0 totalExp: 2030-08-19→ Common Stock (2,619 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-02-16−520→ 0 totalExp: 2030-08-02→ Common Stock (520 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-02-16−1,607→ 0 totalExp: 2030-08-02→ Common Stock (1,607 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2024-02-16−2,206→ 0 totalExp: 2030-08-02→ Common Stock (2,206 underlying)
Footnotes (4)
- [F1]Represents shares of common stock of Eargo, Inc. ("Eargo") disposed of 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"). Pursuant to the Merger Agreement, at the effective time of the merger (the "Effective Time"), each share of Eargo common stock (the "Shares") held by the reporting person was converted automatically into the right to receive $2.55 per share in cash (the "Merger Consideration").
- [F2]Pursuant to the Merger Agreement, at 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 and (ii) the total number of shares of Eargo's common stock 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 (including with respect to vesting)
- [F3]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.
- [F4]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.
Documents
Issuer
Eargo, Inc.
CIK 0001719395
Entity typeother
Related Parties
1- filerCIK 0001827381
Filing Metadata
- Form type
- 4
- Filed
- Feb 19, 7:00 PM ET
- Accepted
- Feb 20, 6:03 PM ET
- Size
- 36.6 KB