TELA Bio 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

OMB APPROVAL

OMB Number:			3235-0287
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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

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	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	04/01/2020		P		15,000	A	$7.47⁽¹⁾	1,169,231⁽²⁾	I	See Remarks
Common Stock, par value $0.001 per share	04/02/2020		P		15,000	A	$8.01	1,184,231⁽³⁾	I	See Remarks
Common Stock, par value $0.001 per share	04/03/2020		P		9,634	A	$8.01⁽⁴⁾	1,193,865⁽⁵⁾	I	See Remarks
Common Stock, par value $0.001 per share	04/06/2020		P		17,866	A	$8.1⁽⁶⁾	1,211,731⁽⁷⁾	I	See Remarks
Common Stock, par value $0.001 per share	04/07/2020		P		20,000	A	$8.2⁽⁸⁾	1,231,731⁽⁹⁾	I	See Remarks
Common Stock, par value $0.001 per share	04/08/2020		P		15,000	A	$8.37⁽¹⁰⁾	1,246,731⁽¹¹⁾	I	See Remarks
Common Stock, par value $0.001 per share	04/09/2020		P		25,000	A	$8.47⁽¹²⁾	1,271,731⁽¹³⁾	I	See Remarks
Common Stock, par value $0.001 per share	04/13/2020		P		10,000	A	$7.96⁽¹⁴⁾	1,281,731⁽¹⁵⁾	I	See Remarks
Common Stock, par value $0.001 per share	04/14/2020		P		15,000	A	$8.07⁽¹⁶⁾	1,296,731⁽¹⁷⁾	I	See Remarks
Common Stock, par value $0.001 per share	04/15/2020		P		12,500	A	$7.99⁽¹⁸⁾	1,309,231⁽¹⁹⁾	I	See Remarks
Common Stock, par value $0.001 per share	04/16/2020		P		17,500	A	$8⁽²⁰⁾	1,326,731⁽²¹⁾	I	See Remarks
Common Stock, par value $0.001 per share	04/17/2020		P		25,000	A	$8.25⁽²²⁾	1,351,731⁽²³⁾	I	See Remarks
Common Stock, par value $0.001 per share	04/20/2020		P		7,000	A	$8.06⁽²⁴⁾	1,358,731⁽²⁵⁾	I	See Remarks
Common Stock, par value $0.001 per share	04/21/2020		P		3,037	A	$8.32	1,361,768⁽²⁶⁾	I	See Remarks
Common Stock, par value $0.001 per share	04/22/2020		P		10,000	A	$9.14⁽²⁷⁾	1,371,768⁽²⁸⁾	I	See Remarks
Common Stock, par value $0.001 per share	04/23/2020		P		15,000	A	$9.98⁽²⁹⁾	1,386,768⁽³⁰⁾	I	See Remarks
Common Stock, par value $0.001 per share	04/28/2020		P		5,000	A	$9.48	1,391,768⁽³¹⁾	I	See Remarks
Common Stock, par value $0.001 per share	07/28/2020		P		10,000	A	$12.48	1,401,768⁽³²⁾	I	See Remarks
Common Stock, par value $0.001 per share	07/29/2020		P		12,600	A	$12.39⁽³³⁾	1,414,368⁽³⁴⁾	I	See Remarks
Common Stock, par value $0.001 per share	07/30/2020		P		7,400	A	$12.22	1,421,768⁽³⁵⁾	I	See Remarks
Common Stock, par value $0.001 per share	07/31/2020		P		31,825	A	$11.86⁽³⁶⁾	1,453,593⁽³⁷⁾	I	See Remarks
Common Stock, par value $0.001 per share	08/03/2020		P		1,400	A	$11.86	1,454,993⁽³⁸⁾	I	See Remarks
Common Stock, par value $0.001 per share	08/04/2020		P		10,200	A	$12.72	1,465,193⁽³⁹⁾	I	See Remarks
Common Stock, par value $0.001 per share	08/11/2020		P		821	A	$12.95	1,466,014⁽⁴⁰⁾	I	See Remarks
Common Stock, par value $0.001 per share	08/14/2020		P		9,179	A	$12.95	1,475,193⁽⁴¹⁾	I	See Remarks
Common Stock, par value $0.001 per share	08/28/2020		P		100	A	$12.85	1,475,293⁽⁴²⁾	I	See Remarks
Common Stock, par value $0.001 per share	07/14/2022		P		5,000	A	$8.01	3,610,709⁽⁴³⁾	I	See Remarks

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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

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

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

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

77380

(City)

(State)

(Zip)

Explanation of Responses:

1. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.38 to $7.56 per share, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The share total shown above is the aggregate amount of shares purchased by EW Healthcare Partners Fund 2, L.P. ("EW Fund 2") and EW Healthcare Partners Fund 2-A, L.P. ("EW Fund 2-A," and together with EW Fund 2, the "EW Funds"), on the date set forth above. EW Fund 2 purchased 6,099 shares of the amount shown above and EW Fund 2-A purchased 8,901 shares of the amount shown above.

3. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 6,099 shares of the amount shown above and EW Fund 2-A purchased 8,901 shares of the amount shown above.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.01 to $8.02 per share, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 3,917 shares of the amount shown above and EW Fund 2-A purchased 5,717 shares of the amount shown above.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.01 to $8.16 per share, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 7,265 shares of the amount shown above and EW Fund 2-A purchased 10,601 shares of the amount shown above.

8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.98 to $8.39 per share, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

9. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 8,133 shares of the amount shown above and EW Fund 2-A purchased 11,867 shares of the amount shown above.

10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.36 to $8.38 per share, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

11. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 6,099 shares of the amount shown above and EW Fund 2-A purchased 8,901 shares of the amount shown above.

12. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.35 to $8.58 per share, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

13. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 10,166 shares of the amount shown above and EW Fund 2-A purchased 14,834 shares of the amount shown above.

14. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.93 to $8.00 per share, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

15. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 4,066 shares of the amount shown above and EW Fund 2-A purchased 5,934 shares of the amount shown above.

16. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.05 to $8.09 per share, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

17. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 6,099 shares of the amount shown above and EW Fund 2-A purchased 8,901 shares of the amount shown above.

18. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.97 to $8.00 per share, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

19. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 5,083 shares of the amount shown above and EW Fund 2-A purchased 7,417 shares of the amount shown above.

20. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.99 to $8.02 per share, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

21. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 7,116 shares of the amount shown above and EW Fund 2-A purchased 10,384 shares of the amount shown above.

22. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.18 to $8.29 per share, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

23. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 10,166 shares of the amount shown above and EW Fund 2-A purchased 14,834 shares of the amount shown above.

24. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.03 to $8.14 per share, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

25. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 2,846 shares of the amount shown above and EW Fund 2-A purchased 4,154 shares of the amount shown above.

26. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 1,235 shares of the amount shown above and EW Fund 2-A purchased 1,802 shares of the amount shown above.

27. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.08 to $9.19 per share, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

28. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 4,066 shares of the amount shown above and EW Fund 2-A purchased 5,934 shares of the amount shown above.

29. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.95 to $9.99 per share, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

30. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 6,099 shares of the amount shown above and EW Fund 2-A purchased 8,901 shares of the amount shown above.

31. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 2,033 shares of the amount shown above and EW Fund 2-A purchased 2,967 shares of the amount shown above.

32. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 4,066 shares of the amount shown above and EW Fund 2-A purchased 5,934 shares of the amount shown above.

33. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.34 to $12.40 per share, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

34. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 5,124 shares of the amount shown above and EW Fund 2-A purchased 7,476 shares of the amount shown above.

35. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 3,009 shares of the amount shown above and EW Fund 2-A purchased 4,391 shares of the amount shown above.

36. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.50 to $12.00 per share, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

37. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 12,941 shares of the amount shown above and EW Fund 2-A purchased 18,884 shares of the amount shown above.

38. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 569 shares of the amount shown above and EW Fund 2-A purchased 831 shares of the amount shown above.

39. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 4,148 shares of the amount shown above and EW Fund 2-A purchased 6,052 shares of the amount shown above.

40. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 334 shares of the amount shown above and EW Fund 2-A purchased 487 shares of the amount shown above.

41. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 3,732 shares of the amount shown above and EW Fund 2-A purchased 5,447 shares of the amount shown above.

42. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 41 shares of the amount shown above and EW Fund 2-A purchased 59 shares of the amount shown above.

43. The share total shown above is the aggregate amount of shares purchased by EW Fund 2 and EW Fund 2-A on the date set forth above. EW Fund 2 purchased 1,965 shares of the amount shown above and EW Fund 2-A purchased 3,035 shares of the amount shown above.

Remarks:

The amounts reported in Column 5 of Table I reflect the aggregate number of shares of common stock held by the reporting persons as of the date of each respective transaction. As of the date of this filing, the reporting persons owned an aggregate 4,110,709 shares (the "Shares"), 1,615,368 of which are held by EW Fund 2 and 2,495,341 of which are held by EW Fund 2-A. EW Healthcare Partners Fund 2-GP, L.P. ("EW Funds GP"), is the general partner of each of 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. 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, EW Funds GP and the General Partner disclaims ownership over the Shares except to the extent of his or its respective pecuniary interest therein.

	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	02/16/2024
	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	02/16/2024
	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	02/16/2024
	EW HEALTHCARE PARTNERS FUND 2-UGP, LLC, By: Martin P. Sutter, Attorney-in-Fact, /s/ Martin P. Sutter	02/16/2024
	** 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.

TELA Bio (TELA) Form 4Change in insider ownership