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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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
EW HEALTHCARE PARTNERS FUND 2, L.P.
(Last) (First) (Middle)
21 WATERWAY AVENUE, SUITE 225
(Street)
THE WOODLANDS TX 77380
(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)
Director 10% Owner
Officer (give title below) X Other (specify below)
See footnote 2
3. Date of Earliest Transaction (Month/Day/Year)
01/13/2021
4. 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 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, par value $0.001 per share 01/13/2021 P 7,002 A $13.9 1,482,295 I See footnotes(1)(2)
Common Stock, par value $0.001 per share 01/14/2021 P 9,075 A $13.96 1,491,370 I See footnotes(1)(2)
Common Stock, par value $0.001 per share 01/15/2021 P 763 A $13.88 1,492,133 I See footnotes(1)(2)
Common Stock, par value $0.001 per share 01/26/2021 P 1,544 A $14.24 1,493,677 I See footnotes(1)(2)
Common Stock, par value $0.001 per share 01/27/2021 P 5,000 A $14.03 1,498,677 I See footnotes(1)(2)
Common Stock, par value $0.001 per share 01/28/2021 P 13,950 A $13.68 1,512,627 I See footnotes(1)(2)
Common Stock, par value $0.001 per share 01/29/2021 P 7,760 A $13.93 1,520,387 I See footnotes(1)(2)
Common Stock, par value $0.001 per share 02/01/2021 P 1,119 A $14.16 1,521,506 I See footnotes(1)(2)
Common Stock, par value $0.001 per share 02/02/2021 P 250 A $14.08 1,521,756 I See footnotes(1)(2)
Common Stock, par value $0.001 per share 02/04/2021 P 2,822 A $14.29 1,524,578 I See footnotes(1)(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
1. Name and Address of Reporting Person*
EW HEALTHCARE PARTNERS FUND 2, L.P.
(Last) (First) (Middle)
21 WATERWAY AVENUE, SUITE 225
(Street)
THE WOODLANDS TX 77380
(City) (State) (Zip)
1. Name and Address of Reporting Person*
EW HEALTHCARE PARTNERS FUND 2-A, L.P.
(Last) (First) (Middle)
21 WATERWAY AVENUE, SUITE 225
(Street)
THE WOODLANDS TX 77380
(City) (State) (Zip)
1. Name and Address of Reporting Person*
EW Healthcare Partners Fund 2 GP, L.P.
(Last) (First) (Middle)
21 WATERWAY AVENUE, SUITE 225
(Street)
THE WOODLANDS TX 77380
(City) (State) (Zip)
1. Name and Address of Reporting Person*
EW Healthcare Partners Fund 2-UGP, L.P.
(Last) (First) (Middle)
21 WATERWAY AVENUE, SUITE 225
(Street)
THE WOODLANDS TX 77380
(City) (State) (Zip)
Explanation of Responses:
1. Shares shown above were the aggregate amount 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 each date set forth above. Exhibit 99.1 attached hereto shows the breakdown by each Fund on each purchase date and the total shares beneficially owned by each Fund following each such purchase:
2. 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 and the General Partner disclaims beneficial ownership over the Shares except to the extent of his or its respective pecuniary interest therein.
Remarks:
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 02/15/2021
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 02/15/2021
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 02/15/2021
EW HEALTHCARE PARTNERS FUND 2-UGP, LLC, By: Martin P. Sutter, Attorney-in-Fact, /s/ Martin P. Sutter 02/15/2021
** 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).
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.
                              EXHIBIT 99.1 TO FORM 4

EW HEALTHCARE PARTNERS FUND 2, L.P.:
------------------------------------

Transaction Date       Shares Acquired       Shares Beneficially Owned
----------------       ---------------       -------------------------

January 13, 2021              2,947                  602,800
January 14, 2021              3,690                  606,490
January 15, 2021              310                    606,800
January 26, 2021              628                    607,428
January 27. 2021              2,033                  609,461
January 28, 2021              5,673                  615,154
January 29, 2021              3,156                  618,290
February 1, 2021              455                    618,745
February 4, 2021              1,398                  620,143
---------------               -----                  --------
TOTAL                         20,290                 620,143


EW HEALTHCARE PARTNERS FUND 2-A, L.P.:
--------------------------------------

Transaction Date       Shares Acquired       Shares Beneficially Owned
----------------       ---------------       -------------------------

January 13, 2021              4,055                  879,495
January 14, 2021              5,385                  884,880
January 15, 2021              453                    885,333
January 26, 2021              916                    886,249
January 27. 2021              2,967                  889,216
January 28, 2021              8,277                  897,493
January 29, 2021              4,604                  902,097
February 1, 2021              664                    902,761
February 2, 2021              250                    903,011
February 4, 2021              1,424                  904,435
---------------               -----                  --------
TOTAL                         28,995                 904,435