Sec Form 4 Filing - EW HEALTHCARE PARTNERS FUND 2, L.P. @ TELA Bio, Inc. - 2025-11-17

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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 X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
21 WATERWAY AVENUE, SUITE 150
3. Date of Earliest Transaction (MM/DD/YY)
11/17/2025
(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 11/17/2025 P 3,604,000 ( 1 ) A $ 1.11 7,714,709 D
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 150
THE WOODLANDS, TX77380
X See Remarks
EW HEALTHCARE PARTNERS FUND 2-A, L.P.
21 WATERWAY AVENUE
SUITE 150
THE WOODLANDS, TX77380
X See Remarks
EW Healthcare Partners Fund 2 GP, L.P.
21 WATERWAY AVENUE
SUITE 150
THE WOODLANDS, TX77380
X See Remarks
EW Healthcare Partners Fund 2-UGP, LLC
21 WATERWAY AVENUE
SUITE 150
THE WOODLANDS, TX77380
X See Remarks
Signatures
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 11/17/2025
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 11/17/2025
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 11/17/2025
Signature of Reporting Person Date
EW HEALTHCARE PARTNERS FUND 2-UGP, LLC, By: Martin P. Sutter, Attorney-in-Fact, /s/ Martin P. Sutter 11/17/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of the Issuer's common stock acquired in the Issuer's underwritten registered direct offering at a price of $1.11 per share. Consists of 1,416,249 shares acquired by EW Healthcare Partners Fund 2, L.P. and 2,187,751 shares acquired by EW Healthcare Partners Fund 2-A, L.P.

Remarks:
The amount reported in Column 5 of Table I reflects the aggregate number of shares of the Issuer's common stock (the "Shares") held by the Reporting Persons as of the date of this filing. As of such date, the Reporting Persons hold an aggregate 7,714,709 Shares, 3,031,617 of which are held by EW Healthcare Partners Fund 2, L.P. ("EW Fund 2") and 4,683,092 of which are held by 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-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 held by the EW Funds only by majority action of the Managers. Each of the Managers, EW Funds GP and the General Partner disclaims ownership over the Shares held by the EW Funds except to the extent of his or its respective pecuniary interest therein.

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