Filing Details
- Accession Number:
- 0001193125-21-278455
- Form Type:
- 13D Filing
- Publication Date:
- 2021-09-20 20:00:00
- Filed By:
- Ew Healthcare Partners Fund 2, L.p.
- Company:
- Tela Bio Inc.
- Filing Date:
- 2021-09-21
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| EW Healthcare Partners Fund | 761,160 | 0 | 761,160 | 0 | 761,160 | 5.26% |
| EW Healthcare Partners Fund | 1,070,888 | 0 | 1,070,888 | 0 | 1,070,888 | 7.40% |
| EW Healthcare Partners Fund | 1,832,048 | 0 | 1,832,048 | 0 | 1,832,048 | 12.66% |
| EW Healthcare Partners Fund | 1,832,048 | 0 | 1,832,048 | 0 | 1,832,048 | 12.66% |
| Martin P. Sutter | 0 | 1,832,048 | 0 | 1,832,048 | 1,832,048 | 12.66% |
| R. Scott Barry | 0 | 1,832,048 | 0 | 1,832,048 | 1,832,048 | 12.66% |
| Ronald Eastman | 0 | 1,832,048 | 0 | 1,832,048 | 1,832,048 | 12.66% |
| Petri Vainio | 0 | 1,832,048 | 0 | 1,832,048 | 1,832,048 | 12.66% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
TELA Bio, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
872381108
(CUSIP Number)
Martin P. Sutter
EW Healthcare Partners Fund 2, L.P.
21 Waterway Avenue, Suite 225
The Woodlands, Texas 77380
(281) 364-1555
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 15, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No. 872381108 | Page 2 of 15 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EW Healthcare Partners Fund 2, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
761,160 | ||||
| 8 | SHARED VOTING POWER
-0- | |||||
| 9 | SOLE DISPOSITIVE POWER
761,160 | |||||
| 10 | SHARED DISPOSITIVE POWER
-0- | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
761,160 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.26% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 872381108 | Page 3 of 15 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EW Healthcare Partners Fund 2-A, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
1,070,888 | ||||
| 8 | SHARED VOTING POWER
-0- | |||||
| 9 | SOLE DISPOSITIVE POWER
1,070,888 | |||||
| 10 | SHARED DISPOSITIVE POWER
-0- | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,070,888 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.40% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 872381108 | Page 4 of 15 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EW Healthcare Partners Fund 2-UGP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
1,832,048 | ||||
| 8 | SHARED VOTING POWER
-0- | |||||
| 9 | SOLE DISPOSITIVE POWER
1,832,048 | |||||
| 10 | SHARED DISPOSITIVE POWER
-0- | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,832,048 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.66% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. 872381108 | Page 5 of 15 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EW Healthcare Partners Fund 2 GP, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
1,832,048 | ||||
| 8 | SHARED VOTING POWER
-0- | |||||
| 9 | SOLE DISPOSITIVE POWER
1,832,048 | |||||
| 10 | SHARED DISPOSITIVE POWER
-0- | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,832,048 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.66% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 872381108 | Page 6 of 15 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin P. Sutter | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
1,832,048 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
1,832,048 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,832,048 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.66% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 872381108 | Page 7 of 15 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. Scott Barry | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
1,832,048 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
1,832,048 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,832,048 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.66% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 872381108 | Page 8 of 15 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald Eastman | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
1,832,048 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
1,832,048 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,832,048 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.66% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 872381108 | Page 9 of 15 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Petri Vainio | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
1,832,048 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
1,832,048 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,832,048 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.66% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
SCHEDULE 13D/A
Item 1. Security and Issuer. This Amendment No. 2 to Schedule 13D amends and supplements the Statement on Schedule 13D filed by EW Healthcare Partners Fund 2, L.P. and EW Healthcare Partners Fund 2-A, L.P., filed with the Securities and Exchange Commission on February 18, 2021, and amended on May 18, 2021 relating to the following:
| (a) | Name of Issuer: TELA Bio, Inc. |
| (b) | Address of Issuers Principal Executive Offices: |
1 Great Valley Parkway, Suite 24
Malvern, Pennsylvania 19355
| (c) | Title and Class of Securities: Common Stock |
| (d) | CUSIP Number: 872381108 |
Item 2. Identity and Background.
(a) Name of Persons Filing: This Amendment No. 2 to Schedule 13D is being filed jointly by EW Healthcare Partners Fund 2, L.P., a Delaware limited partnership (EWHP2), EW Healthcare Partners Fund 2-A, L.P., a Delaware limited partnership (the EWHP2-A), EW Healthcare Partners Fund 2 GP, L.P., a Delaware limited partnership (EWHP2 GP), EW Healthcare Partners Fund 2-UGP, LLC, a Delaware limited liability company (EWHP2 General Partner and collectively, with EWHP2, EWHP2-A and EWHP2 GP, the EWHP Investors), Martin P. Sutter, an individual, R. Scott Barry, an individual, Ronald Eastman, an individual and Petri Vainio, an individual (each a Manager, collectively, the Managers, and together with the EWHP2, EWHP2-A, EWHP2 GP and the EWHP2 General Partner, the Reporting Persons).
(b) Address of Principal Business Office: The address of the principal business of each of the Reporting Persons is 21 Waterway, Suite 225, The Woodlands, Texas 77380.
(c) The Principal business of EWHP2 and EWHP2-A is growth capital investments. The principal business of EWHP2 GP is to act as the general partner of EWHP2 and EWHP2-A. The principal business of EWHP2 General Partner is to act as the general partner of EWHP2 GP. The principal business of the Managers is to direct the activities of EWHP2 General Partner.
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Citizenship: (i) EW Healthcare Partners Fund 2, L.P. is a Delaware limited partnership; (ii) EW Healthcare Partners Fund 2-A, L.P. is a Delaware limited partnership; (iii) EW Healthcare Partners Fund 2 GP, L.P. is a Delaware limited partnership, (iv) EW Healthcare Partners Fund 2-UGP, LLC is a Delaware limited liability company; (iv) Martin P. Sutter, R. Scott Barry, Ronald Eastman and Petri Vainio are all individuals who are citizens of the United States.
Item 3. Source or Amount of Funds or Other Consideration.
Since the filing of the Amendment No. 1 to Schedule 13D by the Reporting Persons, an additional 153,335 shares of the Issuer were purchased by the Investors at an average price of $12.57 per share in open market transactions. The funds used to purchase the Securities came from the operating capital of the EWHP Investors.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Securities (as defined below) solely for the purpose of investment. The Reporting Persons may make additional purchases of the Companys securities either in the open market or in private transactions depending on the Companys business, prospects and financial condition, the market for the Companys securities, general economic conditions, money and stock market conditions and other future developments.
Except as described in this Amendment No. 2 to Schedule 13D, none of the Reporting Persons has any present plan or proposal which relates to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. However, the Reporting Persons will continue to review the business of the Issuer and, depending upon one or more of the factors referred to above, may in the future propose that the Issuer take one or more such actions.
Item 5. Interest in Securities of the Issuer
TOTAL OUTSTANDING SHARES. According to Companys 10-Q Quarterly Report for the Second Quarter ended June 30, 2021 filed by the Company on or about August 12, 2021, the number of shares of the Companys Common Stock outstanding on such date was 14,472,095 shares.
EWHP INVESTORS. As of the date of filing of this Amendment No. 2 to Schedule 13D, EWHP2 and EWHP2-A are the beneficial owners of 1,832,048 shares of the Companys common stock (the Securities), which represents approximately 12.66% of the Common Stock outstanding based upon the latest Form 10-Q for the Quarter ended June 30, 2021. The Securities include (i) 761,160 shares held by EWHP2 and (ii) 1,070,888 shares held by EWHP2-A. EWHP2 and EWHP2-A have the sole voting and investment power with respect to their respective Securities.
EWHP2 GP. EWHP2 GP, the general partner of EWHP2 and EWHP2-A, may also be deemed to have sole voting and investment power with respect to such Securities. EWHP2 GP disclaims beneficial ownership of such Securities except to the extent of its pecuniary interest therein.
EWHP2 GENERAL PARTNER. EWHP2 General Partner, the General Partner of EWHP2 GP, may also be deemed to have sole voting and investment power with respect to such Securities. The EWHP2 General Partner disclaims beneficial ownership of such Securities except to the extent of its pecuniary interest therein.
THE MANAGERS. Under the operating agreement of the EWHP2 General Partner, the Managers have the power by majority vote and through the EWHP2 GP to (i) cause EWHP2 and EWHP2 -A to buy and sell marketable securities of portfolio companies and (ii) direct the voting of such securities. As a result, the Managers may also be deemed to have shared dispositive power and voting power with respect to the Securities held by EWHP2 and EWHP2-A. The Managers disclaim beneficial ownership of such Securities except to the extent of their respective pecuniary interests therein.
None of the Reporting Persons has effected any transactions in the securities of the Company during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer.
To the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits
| Exhibit 1: | Joint Filing Agreement, dated September 20, 2021. |
Signatures
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: September 20, 2021
| EW HEALTHCARE PARTNERS FUND 2, L.P. | INDIVIDUALS: | |||
| By: EW Healthcare Partners Fund 2 GP, L.P., | ||||
| Its General Partner | ||||
| /s/ Martin P. Sutter | ||||
| By: EW Healthcare Partners Fund 2-UGP, LLC, | Name: Martin P. Sutter | |||
| Its General Partner | ||||
| By: /s/ Martin P. Sutter | /s/ R. Scott Barry | |||
| Name: Martin P. Sutter | Name: R. Scott Barry | |||
| Title: Managing Director | ||||
| EW HEALTHCARE PARTNERS FUND 2-A, L.P. | /s/ Ronald Eastman | |||
| Name: Ronald Eastman | ||||
| By: EW Healthcare Partners Fund 2 GP, L.P., | ||||
| Its General Partner | ||||
| By: EW Healthcare Partners Fund 2-UGP, LLC, | /s/ Petri Vainio | |||
| Its General Partner | Name: Petri Vainio | |||
| By: /s/ Martin P. Sutter | ||||
| Name: Martin P. Sutter | ||||
| Title: Managing Director | ||||
| EW HEALTHCARE PARTNERS FUND 2 GP, L.P. | ||||
| By: EW Healthcare Partners Fund 2-UGP, LLC, | ||||
| Its General Partner | ||||
| By: /s/ Martin P. Sutter | ||||
| Name: Martin P. Sutter | ||||
| Title: Managing Director | ||||
| EW HEALTHCARE PARTNERS FUND 2-UGP, LLC | ||||
| By: /s/ Martin P. Sutter | ||||
| Name: Martin P. Sutter | ||||
| Title: Managing Director | ||||