SCHEDULE 13D
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CUSIP No. 872381108
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Page
2
of 15 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EW Healthcare Partners 2, L.P.
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
683,484
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
683,484
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
683,484
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
4.73%
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14
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TYPE OF REPORTING
PERSON
PN
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CUSIP No. 872381108
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Page
3
of 15 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EW Healthcare Partners Fund 2-A, L.P.
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
995,229
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
995,229
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
995,229
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
6.89%
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14
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TYPE OF REPORTING
PERSON
PN
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CUSIP No. 872381108
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Page
4
of 15 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EW Healthcare Partners Fund 2-UGP, LLC
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
1,678,713
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
1,678,713
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,678,713
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
11.62%
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14
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TYPE OF REPORTING
PERSON
CO
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CUSIP No. 872381108
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Page
5
of 15 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EW Healthcare Partners Fund 2 GP, L.P.
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
1,678,713
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
1,678,713
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,678,713
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
11.62%
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14
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TYPE OF REPORTING
PERSON
PN
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CUSIP No. 872381108
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Page
6
of 15 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martin P. Sutter
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
1,678,713
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
1,678,713
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,678,713
|
12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
11.62%
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14
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TYPE OF REPORTING
PERSON
IN
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CUSIP No. 872381108
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Page
7
of 15 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. Scott Barry
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
1,678,713
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
1,678,713
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,678,713
|
12
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|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
11.62%
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14
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TYPE OF REPORTING
PERSON
IN
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CUSIP No. 872381108
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Page
8
of 15 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald Eastman
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
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|
SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
1,678,713
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9
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SOLE DISPOSITIVE POWER
-0-
|
|
10
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SHARED DISPOSITIVE POWER
1,678,713
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,678,713
|
12
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|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
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|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
11.62%
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14
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TYPE OF REPORTING
PERSON
IN
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CUSIP No. 872381108
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Page
9
of 15 Pages
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1
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Petri Vainio
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2
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO
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5
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CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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SOLE VOTING POWER
-0-
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8
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SHARED VOTING POWER
1,678,713
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9
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SOLE DISPOSITIVE POWER
-0-
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10
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SHARED DISPOSITIVE POWER
1,678,713
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,678,713
|
12
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|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
11.62%
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14
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TYPE OF REPORTING
PERSON
IN
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SCHEDULE 13D/A
Item 1. Security and Issuer. This Amendment No. 1 to Schedule 13D amends and supplements the Statement on Schedule 13D filed by EW Healthcare Partners 2, L.P. and EW Healthcare Partners 2-A, L.P., filed with the Securities and Exchange Commission on February 18, 2021, relating to the following:
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(a)
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Name of Issuer: TELA Bio, Inc.
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(b)
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Address of Issuers Principal Executive Offices:
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1 Great Valley Parkway, Suite 24
Malvern, Pennsylvania 19355
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(c)
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Title and Class of Securities: Common Stock
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(d)
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CUSIP Number: 872381108
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Item 2. Identity and Background.
(a) Name of Persons Filing: This
Amendment No. 1 to Schedule 13D is being filed jointly by EW Healthcare Partners 2, L.P., a Delaware limited partnership (EWHP2), EW Healthcare Partners 2-A, L.P., a Delaware limited
partnership (the EWHP2-A), EW Healthcare Partners 2 GP, L.P., a Delaware limited partnership (EWHP2 GP), EW Healthcare Partners
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 2, L.P. is a Delaware limited partnership; (ii) EW Healthcare Partners 2-A, L.P. is a Delaware limited
partnership; (iii) EW Healthcare Partners 2 GP, L.P. is a Delaware limited partnership, (iv) EW Healthcare Partners 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 original Schedule 13D by the Reporting Persons, an additional 203,420 shares of the Issuer were purchased by the
Investors at an average price of $13.40 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. 1 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 Proxy Statement on Schedule 14A filed by the Company on or about April 15, 2021, the number of
shares of the Companys Common Stock outstanding on such date was 14,440,536 shares.
EWHP INVESTORS. As of the date of
filing of this Amendment No. 1 to Schedule 13D, EWHP2 and EWHP2-A are the beneficial owners of 1,678,713 shares of the Companys common stock (the Securities), which represents
approximately 11.62% of the Common Stock outstanding, The Securities include (i) 683,484 shares held by EWHP2 and (ii) 995,229 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
May 18, 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: May 18, 2021
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EW HEALTHCARE PARTNERS FUND 2, L.P.
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INDIVIDUALS:
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By:
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EW Healthcare Partners Fund 2 GP, L.P., Its General Partner
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By:
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EW Healthcare Partners Fund 2-UGP, LLC,
Its General Partner
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/s/ Martin P. Sutter
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Name: Martin P. Sutter
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By:
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/s/ Martin P. Sutter
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/s/ R. Scott Barry
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Name: Martin P. Sutter
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Name: R. Scott Barry
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Title: Managing Director
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EW HEALTHCARE PARTNERS FUND 2-A, L.P.
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/s/ Ronald Eastman
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Name: Ronald Eastman
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By:
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EW Healthcare Partners Fund 2 GP, L.P., Its General Partner
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By:
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EW Healthcare Partners Fund 2-UGP, LLC, Its General Partner
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/s/ Petri Vainio
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Name: Petri Vainio
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By:
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/s/ Martin P. Sutter
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Name: Martin P. Sutter
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Title: Managing Director
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EW HEALTHCARE PARTNERS FUND 2 GP, L.P.
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By:
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EW Healthcare Partners Fund 2-UGP, LLC,
Its General Partner
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By:
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/s/ Martin P. Sutter
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Name: Martin P. Sutter
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Title: Managing Director
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EW HEALTHCARE PARTNERS FUND 2-UGP, LLC
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By:
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/s/ Martin P. Sutter
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Name: Martin P. Sutter
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Title: Managing Director
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