Sec Form 4 Filing - EW HEALTHCARE PARTNERS FUND 2, L.P. @ TELA Bio, Inc. - 2021-12-31

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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
EW HEALTHCARE PARTNERS FUND 2, L.P.
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
(Last) (First) (Middle)
21 WATERWAY AVENUE, SUITE 225
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2021
(Street)
THE WOODLANDS, TX77380
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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, par value $0.001 per share 12/31/2021 P 5,928 A $ 12.46 1,906,228 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 (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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
EW HEALTHCARE PARTNERS FUND 2, L.P.
21 WATERWAY AVENUE, SUITE 225
THE WOODLANDS, TX77380
See footnote 2
EW HEALTHCARE PARTNERS FUND 2-A, L.P.
21 WATERWAY AVENUE, SUITE 225
THE WOODLANDS, TX77380
See footnote 2
EW Healthcare Partners Fund 2 GP, L.P.
21 WATERWAY AVENUE, SUITE 225
THE WOODLANDS, TX77380
X
EW Healthcare Partners Fund 2-UGP, LLC
21 WATERWAY AVENUE, SUITE 225
THE WOODLANDS, TX77380
X
Signatures
EW HEALTHCARE PARTNERS FUND 2, L.P., By: EW Healthcare Partners Fund 2 GP, L.P., its General Partner, By: EWHealthcare Partners Fund 2-UGP, LLC, its General Partner, By: Martin P. Sutter, Attorney-in-Fact, /s/ Martin P. Sutter 01/04/2022
Signature of Reporting Person Date
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 01/04/2022
Signature of Reporting Person Date
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 01/04/2022
Signature of Reporting Person Date
EW HEALTHCARE PARTNERS FUND 2-UGP, LLC, By: Martin P. Sutter, Attorney-in-Fact, /s/ Martin P. Sutter 01/04/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Share total shown above is 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 the date set forth above. Fund 2 purchased 2,330 shares of the amount shown above and Fund 2-A purchased 3,598 shares of the amount shown above. Fund 2 now holds a total of 790,867 shares and Fund 2-A now holds a total of 1,115,361 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.

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