Sec Form 4/A Filing - De Mezerville Roberto @ ESTABLISHMENT LABS HOLDINGS INC. - 2018-07-23

FORM 4/A 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 De Mezerville Roberto 2. Issuer Name and Ticker or Trading Symbol ESTABLISHMENT LABS HOLDINGS INC. [ ESTA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) C/O MOTIVA USA LLC, 16192 COASTAL HIGHWAY 3. Date of Earliest Transaction (MM/DD/YY) 07/23/2018 (Street) LEWES, DE19958 4. If Amendment, Date Original Filed (MM/DD/YY) 07/23/2018 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 Shares 07/23/2018 C 28,607 A 152,834 ( 2 ) 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 Restricted Stock Award ( 1 ) 07/23/2018 C 28,607 ( 2 ) 09/09/2019 Common Shares ( 1 ) 28,607 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other De Mezerville Roberto C/O MOTIVA USA LLC 16192 COASTAL HIGHWAY LEWES, DE19958 Chief Technology Officer Signatures /s/ Renee Gaeta, by power of attorney 01/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Restricted Stock Award was originally exercisable for Class A Ordinary Shares. The Class A Ordinary Shares automatically converted into Common Shares on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering of Common Shares (the "IPO"). Upon the closing of the IPO, the Restricted Stock Award became exercisable for Common Shares. The original Form 4 filing did not reflect that the Restricted Stock Award is exercisable for Common Shares. ( 2 )Of these shares, 147,120 were originally granted as Restricted Stock Awards, of which 118,513 have been released as of July 23, 2018. The 147,120 share grant vested as to one half of the shares on September 9, 2016 and as to 1/72nd of the shares each month thereafter, subject to the Reporting Person continuing as a service provider through each such 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).

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