Sec Form 3 Filing - PERSENAIRE MAARTEN @ TELA Bio, Inc. - 2019-11-07

FORM 3 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 PERSENAIRE MAARTEN 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 X __ Officer (give title below) _____ Other (specify below) Chief Medical Officer (Last) (First) (Middle) C/O TELA BIO, INC., 1 GREAT VALLEY PARKWAY, SUITE 24 3. Date of Earliest Transaction (MM/DD/YY) 11/07/2019 (Street) MALVERN, PA19355 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 42,556 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 ) ( 1 ) ( 1 ) Common Stock 197,511 D Series B Preferred Stock ( 3 ) ( 1 ) ( 1 ) Common Stock 12,760 D Warrant $ 1.16 01/18/2017 01/18/2027 Series B Preferred Stock 12,931 D Employee Stock Option (right to buy) $ 5.93 07/31/2019 07/23/2025 Common Stock 10,592 D Employee Stock Option (right to buy) $ 5.93 ( 4 ) 02/28/2028 Common Stock 10,241 D Stock Option (right to buy) $ 13 ( 5 ) 11/07/2029 Common Stock 70,879 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PERSENAIRE MAARTEN C/O TELA BIO, INC. 1 GREAT VALLEY PARKWAY, SUITE 24 MALVERN, PA19355 Chief Medical Officer Signatures /s/ Nora Brennan as attorney-in-fact for Maarten Persenaire 11/07/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Series A and Series B Preferred Stock (collectively, the "Preferred Stock") have no expiration date and are convertible, at the option of the holder, into shares of Common Stock at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Issuer's Third Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation")). The shares of Preferred Stock will automatically convert into shares of Common Stock at the then-effective conversion rate for no additional consideration (subject to the payment in cash in lieu of any fractional shares in accordance with the Certificate of Incorporation) immediately prior to the closing of the Issuer's initial public offering. ( 2 )Shares of Series A Preferred Stock are convertible into shares of Common Stock at a 1-for-1 conversion rate. ( 3 )Shares of Series B Preferred Stock are convertible into shares of Common Stock at a 1-for-1 conversion rate. ( 4 )The option vested 25% on February 28, 2019, with the remaining 75% vesting in equal monthly installments on the last day of each of the 36 calendar months immediately following such date, subject to the Reporting Person's continuous service with the Issuer. ( 5 )The option vests 25% on November 7, 2020, with the remaining 75% vesting in equal monthly installments on the last day of each of the 36 calendar months immediately following such date, subject to the Reporting Person's continuous service with the Issuer.

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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