SEC Filing | TELA Bio, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Brennan Nora

(Last)

(First)

(Middle)

C/O TELA BIO, INC.

1 GREAT VALLEY PARKWAY, SUITE 24

(Street)

MALVERN

19355

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2019

3. Issuer Name and Ticker or Trading Symbol
TELA Bio, Inc. [ TELA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,491	⁽²⁾	D
Employee Stock Option (right to buy)	⁽³⁾	01/15/2029	Common Stock	37,181	5.93	D
Stock Option (right to buy)	⁽⁴⁾	11/07/2029	Common Stock	67,841	13	D

Explanation of Responses:

1. Shares of Series B 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 Series B 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 B Preferred Stock are convertable into shares of Common Stock at a 1-for-1 conversion rate.

3. The option vests 25% on January 15, 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.

4. 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.

Remarks:

	/s/ Nora Brennan	11/07/2019
	** Signature of Reporting Person	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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                POWER OF ATTORNEY



 Know all by these presents, that the undersigned hereby constitutes

and appoints Frank Conway with full power to act singly, as the

undersigned's true and lawful attorney-in-fact, with full power of

substitution, to:



 (1) execute for and on behalf of the undersigned, in the undersigned's

capacity as an officer and/or director and/or beneficial owner of Tela Bio,

Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of

the Securities Exchange Act of 1934, as amended, and the rules thereunder;



 (2) do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to complete and execute any

such Form 3, 4, or 5, complete and execute any amendment or amendments thereto,

and timely file such form with the United States Securities and Exchange

Commission and any stock exchange or similar authority; and



 (3) take any other action of any type whatsoever in connection with

the foregoing which, in the opinion of such attorney-in-fact, may be of benefit

to, in the best interest of, or legally required by, the undersigned, it being

understood that the documents executed by such attorney-in-fact on behalf of

the undersigned pursuant to this Power of Attorney shall be in such form and

shall contain such terms and conditions as such attorney-in-fact may approve

in such attorney-in-fact's discretion.



 The undersigned hereby grants to the attorneys-in-fact full power and

authority to do and perform any and every act and thing whatsoever requisite,

necessary or proper to be done in the exercise of any of the rights and powers

herein granted, as fully to all intents and purposes as the undersigned might

or could do if personally present with full power of substitution or revocation,

hereby ratifying and confirming all that such attorney-in-fact or such

attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be

done by virtue of this power of attorney and the rights and powers herein

granted.



 This power of attorney shall remain in full force and effect until

revoked by the undersigned in a signed writing delivered to the attorney-in-fact.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed as of this 30th day of September 2019.







     /s/Nora Brennan

     Name: Nora Brennan

     Title: Chief Financial Officer