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^*

Quaker BioVentures II LP

(Last)

(First)

(Middle)

150 MONUMENT ROAD, SUITE 207

(Street)

BALA CYNWYD

19004

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

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

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

	Form filed by One Reporting Person
X	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)
Common Stock	29,288	D⁽¹⁾

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 A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	345,489	⁽³⁾	D⁽¹⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	516,947	⁽⁴⁾	D⁽¹⁾
Warrant	01/18/2017	01/18/2027	Series B Preferred Stock	446,813	1.16	D⁽¹⁾

1. Name and Address of Reporting Person^*

Quaker BioVentures II LP

(Last)

(First)

(Middle)

150 MONUMENT ROAD, SUITE 207

(Street)

BALA CYNWYD

19004

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Quaker BioVentures Capital II, L.P.

(Last)

(First)

(Middle)

150 MONUMENT ROAD, SUITE 207

(Street)

BALA CYNWYD

19004

(City)

(State)

(Zip)

Explanation of Responses:

1. These securities are owned of record by Quaker BioVentures II, L.P. ("Quaker"). Quaker BioVentures Capital II, L.P. ("Quaker Capital") is the general partner of Quaker, has voting and dispositive power over the securities held by Quaker, and thus may be deeemd to beneficially own these securities. Voting and investment determinations made by Quaker Capital with respect to the securities held by Quaker are made by an investment committee of Quaker Partners. Quaker Capital disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein.

2. 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.

3. Shares of Series A Preferred Stock are convertible into shares of Common Stock at a 1-for-1 conversion rate.

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

Remarks:

	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	11/07/2019
	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	11/07/2019
	** Signature of Reporting Person	Date
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