Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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EW HEALTHCARE PARTNERS FUND 2, L.P.
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2. Issuer Name and Ticker or Trading Symbol
TELA Bio, Inc. [TELA]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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/ See footnote 2
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(Last)
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(First)
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(Middle)
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21 WATERWAY AVENUE, SUITE 225
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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THE WOODLANDS
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TX
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77380
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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EW HEALTHCARE PARTNERS FUND 2, L.P.
21 WATERWAY AVENUE, SUITE 225
THE WOODLANDS, TX77380
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See footnote 2
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EW HEALTHCARE PARTNERS FUND 2-A, L.P.
21 WATERWAY AVENUE, SUITE 225
THE WOODLANDS, TX77380
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See footnote 2
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EW Healthcare Partners Fund 2 GP, L.P.
21 WATERWAY AVENUE, SUITE 225
THE WOODLANDS, TX77380
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X
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EW Healthcare Partners Fund 2-UGP, LLC
21 WATERWAY AVENUE, SUITE 225
THE WOODLANDS, TX77380
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X
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Signatures
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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
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2022-01-26
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**Signature of Reporting Person
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Date
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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
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2022-01-26
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**Signature of Reporting Person
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Date
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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
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2022-01-26
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**Signature of Reporting Person
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Date
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EW HEALTHCARE PARTNERS FUND 2-UGP, LLC, By: Martin P. Sutter, Attorney-in-Fact, /s/ Martin P. Sutter
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2022-01-26
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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The Share totals shown above are the aggregate amounts 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 dates set forth above. Fund 2 purchased 1,965 and 1,511 shares of the amounts shown above for January 24, 2022 and January 25, 2022, respectively, and Fund 2-A purchased 3,035 and 2,335 shares of the amounts shown above on each such date. Fund 2 now holds a total of 1,021,842 shares and Fund 2-A now holds a total of 1,472,108 shares of the Issuer.
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(2)
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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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