Sec Form 4 Filing - Wu David James @ Eargo, Inc. - 2022-11-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wu David James 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) (Last) (First) (Middle) C/O MAVERON LLC, 411 1ST AVENUE SOUTH, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 11/22/2022 (Street) SEATTLE, WA98104 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/22/2022 X 173,812( 1 ) A $ 0.5 192,079 D Common Stock 11/22/2022 X 307,921( 2 ) A $ 0.5 500,000 D Common Stock 11/22/2022 X 8,382( 1 ) A $ 0.5 9,263 I See Footnote( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Subscription Rights (right to buy) $ 0.5( 4 ) 11/22/2022 X 18,267 10/31/2022 ( 5 ) Common Stock 173,812 $ 0 0 D Subscription Rights (right to buy) $ 0.5( 4 ) 11/22/2022 X 881 10/31/2022 ( 5 ) Common Stock 8,382 $ 0 0 I See Footnote( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wu David James C/O MAVERON LLC 411 1ST AVENUE SOUTH, SUITE 600 SEATTLE, WA98104 X Signatures /s/ Christy La Pierre, Attorney-in-Fact for David James Wu 11/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of the Issuer's Common Stock acquired by the Reporting Person following the exercise of his basic subscription rights in connection with the Issuer's rights offering to holders of Common Stock, as described in the issuer's prospectus dated October 27, 2022 (the "Rights Offering"). Each holder of Common Stock of record as of October 24, 2022 received one right for each share of Common Stock, and each right entitled the holder of Common Stock to purchase 9.5151 shares of Common Stock at the subscription price of $0.50 per whole share. ( 2 )Shares acquired by the Reporting Person following the exercise of his over-subscription privilege in connection with the Rights Offering described in footnote 1. ( 3 )Shares held indirectly by the Reporting Person through the Wu 2015 Irrevocable Trust, of which the Reporting Person's wife is a trustee. Amount includes 881 shares, which were previously shown as directly held in the Reporting Person's Form 4 filing on August 15, 2022. ( 4 )Represents exercise price per whole share of Common Stock. ( 5 )The Rights Offering expired on November 17, 2022, and final determination of the pro rata allocation for each exercising holder was determined on November 22, 2022. ( 6 )Subscription Rights held indirectly by the Reporting Person through the Wu 2015 Irrevocable Trust, of which the Reporting Person's wife is a trustee.

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).

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