Insider filing report for Changes in Beneficial Ownership
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The following is an SEC EDGAR document rendered as filed.
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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 *
Quaker BioVentures II LP
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) _____ Other (specify below)
(Last)
(First)
(Middle)
150 MONUMENT ROAD, SUITE 207
3. Date of Earliest Transaction (MM/DD/YY)
11/08/2019
(Street)
BALA CYNWYD, PA19004
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 11/08/2019 P 153,846 A $ 13 888,664 ( 1 ) D
Common Stock 11/13/2019 C 345,489 A 1,234,153 D
Common Stock 11/13/2019 C 516,947 A 1,751,100 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
Series A Preferred Stock ( 2 ) 11/13/2019 C 8,530,145 ( 2 ) ( 2 ) Common Stock 345,489 ( 4 ) $ 0 0 D
Series B Preferred Stock ( 3 ) 11/13/2019 C 12,763,434 ( 3 ) ( 3 ) Common Stock 516,947 ( 4 ) $ 0 0 D
Warrant (right to buy) $ 1.16 11/13/2019 C( 5 ) 446,813 01/18/2017 01/18/2027 Series B Preferred Stock 446,813 $ 0 0 D
Warrant (right to buy) $ 28.65 11/13/2019 C( 5 ) 446,813 11/13/2019 01/18/2027 Common Stock 18,096 $ 0 446,813 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Quaker BioVentures II LP
150 MONUMENT ROAD, SUITE 207
BALA CYNWYD, PA19004
X
Quaker BioVentures Capital II, L.P.
150 MONUMENT ROAD, SUITE 207
BALA CYNWYD, PA19004
X
Signatures
Quaker BioVentures II, L.P. By: Quaker Bioventures Capital II, L.P., its general partner By Quaker BioVentures Capital II, LLC, its general partner By: /s/ Adele C. Oliva, Executive Manager 11/13/2019
** Signature of Reporting Person Date
Quaker Bioventures Capital II, L.P., its general partner By: Quaker BioVentures Capital II, LLC, its general partner By: /s/ Adele C. Oliva, Executive Manager 11/13/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects 705,530 shares of common stock received by the reporting person as a payment-in-kind dividend on Series A Preferred Stock and Series B Preferred Stock exempt from reporting under Rule 16a-9(a).
( 2 )Shares of Series A Preferred Stock automatically converted into shares of Common Stock at a 1-for-1 conversion rate upon the closing of the Issuer's initial public offering and had no expiration date.
( 3 )Shares of Series B Preferred Stock automatically converted into shares of Common Stock at a 1-for-1 conversion rate upon the closing of the Issuer's initial public offering and had no expiration date.
( 4 )Reflects 1-for-24.69 reverse stock split which became effective on October 28, 2019.
( 5 )Warrants exercisable for shares of Series B Preferred Stock automatically converted into warrants exercisable for shares of Common Stock upon the closing of the Issuer's initial public offering.

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).

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