SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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

19004

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2019

3. Issuer Name and Ticker or Trading Symbol
TELA Bio, Inc. [ TELA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	29,288	I	By Quaker Bioventures, II, L.P.⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant	01/18/2017	01/18/2027	Common Stock	446,813	$1.16	I	By Quaker Bioventures, II, L.P.⁽¹⁾
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	345,489	⁽³⁾	I	By Quaker Bioventures, II, L.P.⁽¹⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	516,947	⁽⁴⁾	I	By Quaker Bioventures, II, L.P.⁽¹⁾
Stock Option (right to buy)	⁽⁵⁾	11/07/2029	Common Stock	5,331	$13	D

Explanation of Responses:

1. 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.

2. Shares of Series A and Series B Preferred Stock (collectively, the "Preferred Stock") have no expiration date and are convertible, at the option of the holder, into shares of Common Stock at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Issuer's Third Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation")). The shares of Preferred Stock will automatically convert into shares of Common Stock at the then-effective conversion rate for no additional consideration (subject to the payment in cash in lieu of any fractional shares in accordance with the Certificate of Incorporation) immediately prior to the closing of the Issuer's initial public offering.

3. Shares of Series A Preferred Stock are convertible into shares of Common Stock at a 1-for-1 conversion rate.

4. Shares of Series B Preferred Stock are convertible into shares of Common Stock at a 1-for-1 conversion rate.

5. The option vests in 36 equal monthly installments on each monthly anniversary of November 7, 2019, subject to the Reporting Person's continuous service with the Issuer.

Remarks:

	/s/ Nora Brennan as attorney-in-fact for Adele C. Oliva	11/07/2019
	** 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 5 (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.
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