Form SC 13G - Statement of acquisition of beneficial ownership by individuals
October 06 2023 - 11:47AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934*
TELA
Bio, Inc. |
(Name
of Issuer)
Common
Stock, $0.01 par value |
(Title
of Class of Securities)
872381108 |
(CUSIP
Number)
September
30, 2023 |
(Date of
Event Which Requires Filing of this Statement) |
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☒ |
Rule
13d-1(b) |
|
☐ |
Rule 13d-1(c) |
|
☐ |
Rule 13d-1(d) |
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in 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).
CUSIP
No . |
872381108 |
|
Page
2 of 7 |
1 |
NAME
OF REPORTING PERSONS
First Light Asset Management, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
46-3521994 |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY |
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
0 |
|
6 |
SHARED
VOTING POWER
2,528,600 |
|
7 |
SOLE
DISPOSITIVE POWER
0 |
|
8 |
SHARED
DISPOSITIVE POWER
2,528,600 |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,528,600 |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.33% |
|
12 |
TYPE
OF REPORTING PERSON
IA |
|
|
|
|
|
|
CUSIP
No . |
872381108 |
|
Page
3 of 7 |
1 |
NAME
OF REPORTING PERSONS
Mathew P. Arens
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY |
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
State of America |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
0 |
|
6 |
SHARED
VOTING POWER
2,528,600 |
|
7 |
SOLE
DISPOSITIVE POWER
0 |
|
8 |
SHARED
DISPOSITIVE POWER
2,528,600 |
|
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,528,600 |
|
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES |
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.33% |
|
12 |
TYPE
OF REPORTING PERSON
IN |
|
|
|
|
|
|
CUSIP
No. |
872381108 |
|
Page
4 of 7 |
Item 1(a). |
Name of Issuer: |
|
TELA Bio, Inc. |
|
|
Item 1(b). |
Address of Issuer’s
Principal Executive Offices: |
|
1 Great Valley
Parkway, Suite 24, Malvern, PA 19355 |
|
|
Item 2(a). |
Name of Person
Filing: |
|
This
Schedule 13G is being jointly filed by the following:
First
Light Asset Management, LLC (the “Manager”)
Mathew
P. Arens (“Mr. Arens”) |
|
The
Manager may be deemed to be the beneficial owner of 2,528,600 of the Issuer’s shares of common stock (the “Shares”).
The Manager acts as an investment adviser to certain persons holding separately managed accounts with the Manager, each of whom has
the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, those shares. The Manager
may also be deemed to be the beneficial owner of these shares because it acts as an investment adviser to certain private funds.
Mr. Arens may also be deemed to be the beneficial owner of these shares because he controls the Manager in his position as managing
member and majority owner of the Manager. The Manager and Mr. Arens are filing this Schedule 13G/A with respect to these Shares pursuant
to Rule 13d-1(b) under the Act.
The
Manager and Mr. Arens may be deemed to be the beneficial owner of the total amount of Shares set forth across from its or his respective
name in Item 4 below. The filing of this Schedule 13G shall not be construed as an admission that the reporting persons or any of
their affiliates are the beneficial owner of any securities covered by this Schedule 13G for any other purposes other than Section
13(d) of the Securities Exchange Act of 1934. |
|
|
Item 2(b). |
Address of Principal
Business Office or, if None, Residence: |
|
Each
of the reporting persons identified in Item 2(a) has its principal business office at:
3300
Edinborough Way, Suite 201, Edina, MN 55435 |
|
|
Item 2(c). |
Citizenship: |
|
First
Light Asset Management, LLC – Delaware limited liability company
Mathew
P. Arens – United States citizen |
|
|
Item 2(d). |
Title of Class
of Securities: |
|
Common Stock, $0.01
par value |
|
|
Item 2(e). |
CUSIP Number:
872381108 |
|
|
Item 3. |
If This Statement
is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
|
(a) |
☐ |
Broker or dealer
registered under Section 15 of the Act (15 U.S.C. 78o). |
|
|
|
|
|
(b) |
☐ |
Bank as defined in Section
3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(c) |
☐ |
Insurance company as defined
in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(d) |
☐ |
Investment company registered
under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
|
|
(e) |
☒ |
An investment adviser in accordance
with §240.13d-1(b)(1)(ii)(E); |
CUSIP
No . |
872381108 |
|
Page
5 of 7 |
|
(f) |
☐ |
An employee benefit plan or endowment
fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
☒ |
A parent holding company or control person in accordance
with §240.13d-1(b)(ii)(G); |
|
|
|
|
|
(h) |
☐ |
A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
☐ |
A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
|
|
|
|
|
(j) |
☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
|
|
|
|
Item 4. |
Ownership. |
|
|
|
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
|
|
|
(a) |
Amount beneficially owned: |
|
|
First
Light Asset Management, LLC – 2,528,600
Mathew
P. Arens – 2,528,600 |
|
|
|
|
(b) |
Percent of class: |
|
|
First
Light Asset Management, LLC – 10.33%
Mathew
P. Arens – 10.33% |
|
|
(c) |
Number of shares as to which such person
has: |
|
|
|
|
|
(i) |
Sole power to vote or to direct the vote |
|
|
|
First
Light Asset Management, LLC – 0
Mathew
P. Arens – 0 |
|
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote |
|
|
|
First
Light Asset Management, LLC – 2,528,600
Mathew
P. Arens – 2,528,600 |
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition
of |
|
|
|
First
Light Asset Management, LLC – 0
Mathew
P. Arens – 0 |
|
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition
of |
|
|
|
First
Light Asset Management, LLC – 2,528,600
Mathew
P. Arens – 2,528,600 |
CUSIP No
. |
872381108 |
|
Page 6 of 7 |
Item 5. |
Ownership of Five Percent or
Less of a Class. |
|
If this statement is
being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ☐ |
|
|
Item 6. |
Ownership of More than Five Percent on Behalf of
Another Person. |
|
Not applicable |
|
|
Item 7. |
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
Not applicable |
|
|
Item 8. |
Identification and Classification of Members of
the Group. |
|
Not applicable |
|
|
Item 9. |
Notice of Dissolution of Group. |
|
Not applicable |
|
|
Item 10. |
Certification. |
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
|
FIRST
LIGHT ASSET MANAGEMENT, LLC
|
|
|
Date: |
October
6, 2023 |
|
|
|
|
By: |
/s/
Kurt T. Peterson |
|
|
Name: |
Kurt T. Peterson |
|
|
Title: |
Chief Compliance Officer |
|
|
|
|
Date: |
October
6, 2023 |
|
|
|
Signature: |
/s/ Mathew P.
Arens |
|
|
Name: |
Mathew P. Arens |
|
Exhibit a
CUSIP No . |
872381108 |
|
Page 7 of 7 |
Exhibit
A
JOINT
FILING AGREEMENT
The
Undersigned agree that the statement on Schedule 13G with respect to the common stock of TELA Bio, Inc. dated as of October 6, 2023,
is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance
with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| FIRST LIGHT ASSET MANAGEMENT, LLC |
|
| | |
|
| By: | /s/
Kurt T. Peterson |
|
| Name: | Kurt
T. Peterson |
|
| Title: | Chief
Compliance Officer |
|
| Signature: | /s/
Mathew P. Arens |
|
| Name: | Mathew
P. Arens |
|
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