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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TELA Bio, Inc. [ TELA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 01/13/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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, par value $0.001 per share | 01/13/2021 | P | 7,002 | A | $13.9 | 1,482,295 | I | See footnotes(1)(2) | ||
| Common Stock, par value $0.001 per share | 01/14/2021 | P | 9,075 | A | $13.96 | 1,491,370 | I | See footnotes(1)(2) | ||
| Common Stock, par value $0.001 per share | 01/15/2021 | P | 763 | A | $13.88 | 1,492,133 | I | See footnotes(1)(2) | ||
| Common Stock, par value $0.001 per share | 01/26/2021 | P | 1,544 | A | $14.24 | 1,493,677 | I | See footnotes(1)(2) | ||
| Common Stock, par value $0.001 per share | 01/27/2021 | P | 5,000 | A | $14.03 | 1,498,677 | I | See footnotes(1)(2) | ||
| Common Stock, par value $0.001 per share | 01/28/2021 | P | 13,950 | A | $13.68 | 1,512,627 | I | See footnotes(1)(2) | ||
| Common Stock, par value $0.001 per share | 01/29/2021 | P | 7,760 | A | $13.93 | 1,520,387 | I | See footnotes(1)(2) | ||
| Common Stock, par value $0.001 per share | 02/01/2021 | P | 1,119 | A | $14.16 | 1,521,506 | I | See footnotes(1)(2) | ||
| Common Stock, par value $0.001 per share | 02/02/2021 | P | 250 | A | $14.08 | 1,521,756 | I | See footnotes(1)(2) | ||
| Common Stock, par value $0.001 per share | 02/04/2021 | P | 2,822 | A | $14.29 | 1,524,578 | I | See footnotes(1)(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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Shares shown above were the aggregate amount of shares purchased by EW Healthcare Partners Fund 2, L.P. ("Fund 2") and EW Healthcare Partners Fund 2-A, L.P. ("Fund 2-A") on each date set forth above. Exhibit 99.1 attached hereto shows the breakdown by each Fund on each purchase date and the total shares beneficially owned by each Fund following each such purchase: |
| 2. EW Healthcare Partners Fund 2 GP, L.P. (the "EW Funds GP"), is the general partner of each of EW Healthcare Partners Fund 2, L.P. ("Fund 2") and EW Healthcare Partners Fund 2-A, L.P. ("EW Fund 2-A" and together with EW Fund 2, the "EW Funds"). EW Healthcare Partners Fund 2-UGP, LLC (the "General Partner") is the general partner of EW Funds GP. The General Partner holds sole voting and dispositive power over the shares held by each of the EW Funds (the "Shares"). The managers of the General Partner are Martin P. Sutter, Ron Eastman, Scott Barry and Petri Vainio (collectively, the "Managers") and may exercise voting and investment control over the Shares only by majority action of the Managers. Each individual Manager and the General Partner disclaims beneficial ownership over the Shares except to the extent of his or its respective pecuniary interest therein. |
| Remarks: |
| EW HEALTHCARE PARTNERS FUND 2, L.P., By: EW Healthcare Partners Fund 2 GP, L.P., its General Partner, By: EW Healthcare Partners Fund 2-UGP, LLC, its General Partner, By: Martin P. Sutter, Attorney-in-Fact, /s/ Martin P. Sutter | 02/15/2021 | |
| EW HEALTHCARE PARTNERS FUND 2-A, L.P., By: EW Healthcare Partners Fund 2 GP, L.P., its General Partner, By: EW Healthcare Partners Fund 2-UGP, LLC, its General Partner, By: Martin P. Sutter, Attorney-in-Fact, /s/ Martin P. Sutter | 02/15/2021 | |
| EW HEALTHCARE PARTNERS FUND 2 GP, L.P., By: EW Healthcare Partners Fund 2-UGP, LLC, its General Partner, By: Martin P. Sutter, Attorney-in-Fact, /s/ Martin P. Sutter | 02/15/2021 | |
| EW HEALTHCARE PARTNERS FUND 2-UGP, LLC, By: Martin P. Sutter, Attorney-in-Fact, /s/ Martin P. Sutter | 02/15/2021 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||