SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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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).
1. Name and Address of Reporting Person*
Oliva Adele C

(Last) (First) (Middle)
C/O QUAKER BIOVENTURES CAPITAL II, L.P.
150 MONUMENT ROAD, SUITE 207

(Street)
BALA CYNWYD PA 19004

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TELA Bio, Inc. [ TELA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/08/2019
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/08/2019 P 153,846 A $13 888,664(1) I By Quaker Bioventures II, L.P.(2)
Common Stock 11/13/2019 C 345,489 A (3) 1,234,153 I By Quaker Bioventures II, L.P.(2)
Common Stock 11/13/2019 C 516,947 A (4) 1,751,100 I By Quaker Bioventures II, L.P.(2)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 (3) 11/13/2019 C 8,530,145 (3) (3) Common Stock 345,489(5) $0 0 I By Quaker Bioventures II, L.P.(2)
Series B Preferred Stock (4) 11/13/2019 C 12,763,434 (4) (4) Common Stock 516,947(5) $0 0 I By Quaker Bioventures II, L.P.(2)
Warrant (right to buy) $1.16 11/13/2019 C(6) 446,813 01/18/2017 01/18/2027 Series B Preferred Stock 446,813 $0 0 I By Quaker Bioventures II, L.P.(2)
Warrant (right to buy) $28.65 11/13/2019 C(6) 446,813 11/13/2019 01/18/2027 Common Stock 18,096 $0 446,813 I By Quaker Bioventures II, L.P.(2)
Explanation of Responses:
1. Reflects 705,530 shares of common stock received as a payment-in-kind dividend on Series A Preferred Stock and Series B Preferred Stock exempt from reporting under Rule 16a-9(a).
2. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for the purposes of Section 16 or otherwise.
3. Shares of Series A Preferred Stock automatically converted into shares of Common Stock at a 1-for-1 conversion rate upon the closing of the Issuer's initial public offering and had no expiration date.
4. Shares of Series B Preferred Stock automatically converted into shares of Common Stock at a 1-for-1 conversion rate upon the closing of the Issuer's initial public offering and had no expiration date.
5. Reflects 1-for-24.69 reverse stock split which became effective on October 28, 2019.
6. Warrants exercisable for shares of Series B Preferred Stock automatically converted into warrants exercisable for shares of Common Stock upon the closing of the Issuer's initial public offering.
Remarks:
/s/ Nora Brennan as attorney-in-fact for Adele C. Oliva 11/13/2019
** 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 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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