TELA Bio (TELA) Form 4 Change in insider ownership

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^*

EW HEALTHCARE PARTNERS FUND 2, L.P.

(Last) (First) (Middle)

21 WATERWAY AVENUE, SUITE 225

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TELA Bio, Inc. [ TELA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See footnote 2

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	03/29/2022		P		3,052	A	$11.65	3,308,591	I	See footnotes(1)(2)
Common Stock, par value $0.001 per share	03/30/2022		P		2,645	A	$11.65	3,311,236	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^*

EW HEALTHCARE PARTNERS FUND 2, L.P.

(Last) (First) (Middle)

21 WATERWAY AVENUE, SUITE 225

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EW HEALTHCARE PARTNERS FUND 2-A, L.P.

(Last) (First) (Middle)

21 WATERWAY AVENUE, SUITE 225

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EW Healthcare Partners Fund 2 GP, L.P.

(Last) (First) (Middle)

21 WATERWAY AVENUE, SUITE 225

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EW Healthcare Partners Fund 2-UGP, LLC

(Last) (First) (Middle)

21 WATERWAY AVENUE, SUITE 225

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

Explanation of Responses:

1. The Share totals shown above are the aggregate amounts 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 the dates set forth above. Fund 2 purchased 1,199 shares and 1,039 shares of the amount shown above for March 29, 2022 and March 30, 2022, respectively, and Fund 2-A purchased 1,853 shares and 1,606 shares of the amount shown above on each such date. Fund 2 now holds a total of 1,342,034 shares and Fund 2-A now holds a total of 1,969,202 shares of the Issuer.

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, the EW Funds GP and the General Partner disclaims 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	03/31/2022
	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	03/31/2022
	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	03/31/2022
	EW HEALTHCARE PARTNERS FUND 2-UGP, LLC, By: Martin P. Sutter, Attorney-in-Fact, /s/ Martin P. Sutter	03/31/2022
	** Signature of Reporting Person	Date
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