08/01/2024 | Press release | Distributed by Public on 08/01/2024 14:55
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HighCape Capital, L.P. 36 CHURCH LANE WESTPORT, CT06880 |
X | X |
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Zuga Matt C/O TELA BIO, INC. 1 GREAT VALLEY PARKWAY, SUITE 24 MALVERN, PA19355 |
X | X |
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RAKIN KEVIN 36 CHURCH LANE WESTPORT, CT06880 |
X | X |
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HighCape Partners GP, LLC 36 CHURCH LANE WESTPORT, CT06880 |
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X |
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HighCape Partners GP, L.P. 36 CHURCH LANE WESTPORT, CT06880 |
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X |
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HIGHCAPE PARTNERS, L.P. 36 CHURCH LANE WESTPORT, CT06880 |
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X |
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HIGHCAPE PARTNERS QP, L.P. 36 CHURCH LANE WESTPORT, CT06880 |
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X |
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HighCape Partners QP II, L.P. 36 CHURCH LANE WESTPORT, CT06880 |
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X |
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HighCape Partners GP II, LLC 36 CHURCH LANE WESTPORT, CT06880 |
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X |
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HighCape Partners GP II, L.P. 36 CHURCH LANE WESTPORT, CT06880 |
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X |
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HIGHCAPE CAPITAL, L.P. By: /s/ W. Matthew Zuga, Managing Member | 2024-08-01 |
**Signature of Reporting Person | Date |
/s/ W. Matthew Zuga | 2024-08-01 |
**Signature of Reporting Person | Date |
/s/ Kevin Rakin | 2024-08-01 |
**Signature of Reporting Person | Date |
HIGHCAPE PARTNERS GP, LLC By: /s/ W. Matthew Zuga, Managing Member | 2024-08-01 |
**Signature of Reporting Person | Date |
HIGHCAPE PARTNERS GP, L.P. By: /s/ W. Matthew Zuga, Managing Member | 2024-08-01 |
**Signature of Reporting Person | Date |
HIGHCAPE PARTNERS, L.P. By: HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member | 2024-08-01 |
**Signature of Reporting Person | Date |
HIGHCAPE PARTNERS QP, L.P. By: HighCape Partners GP, L.P., its general partner By: HighCape Partners GP, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member | 2024-08-01 |
**Signature of Reporting Person | Date |
HighCape Partners QP II, L.P. By: HighCape Partners GP II, L.P., its general partner By: HighCape Partners GP II, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member | 2024-08-01 |
**Signature of Reporting Person | Date |
HighCape Partners GP II, LLC By: /s/ W. Matthew Zuga, Managing Member | 2024-08-01 |
**Signature of Reporting Person | Date |
HighCape Partners GP II, L.P. By: HighCape Partners GP II, LLC, its general partner By: /s/ W. Matthew Zuga, Managing Member | 2024-08-01 |
**Signature of Reporting Person | Date |
(*) | 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). |
(1) | Includes: (i) 53,818 shares of Common Stock held of record by HighCape Partners, L.P.; (ii) 4,001,428 shares of Common Stock held of record by HighCape Partners QP, L.P.; (iii) 499,145 shares of Common Stock held of record by HighCape Co-Investment Vehicle I, LLC; (iv) 259,282 shares of Common Stock held of record by HighCape Co-Investment Vehicle II, LLC; (v) 48,931 shares of Common Stock held of record by HighCape Capital, L.P; (vi) 86,613 shares of Common Stock held of record by HighCape Partners II, L.P.; and (vii) 4,151,015 shares of Common Stock held of record by HighCape Partners QP II, L.P. |
(2) | Kevin Rakin and W. Matthew Zuga, members of Issuer's board of directors, are the managing members of HighCape Partners GP, LLC, which is the general partner ("GP") of HighCape Partners GP, L.P., which is the GP of each of HighCape Partners, L.P. and HighCape Partners QP, L.P. Mr. Rakin and Mr. Zuga are the managing members of HighCape Capital, LLC, which is the GP of HighCape Capital, L.P. Mr. Rakin and Mr. Zuga are the managing members of HighCape Partners GP II, LLC, which is the GP of HighCape Partners GP II, L.P., which is the GP of each of HighCape Partners II, L.P. and HighCape Partners QP II, L.P. In addition, HighCape Partners GP, L.P. manages each of HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC. |
(3) | Each of Mr. Rakin, Mr. Zuga, HighCape Partners GP, LLC and HighCape Partners GP, L.P. may be deemed to beneficially own the securities held by HighCape Partners, L.P., HighCape Partners QP, L.P., HighCape Co-Investment Vehicle I, LLC and HighCape Co-Investment Vehicle II, LLC, and each of Mr. Rakin, Mr. Zuga and HighCape Capital, LLC may be deemed to beneficially own the securities held by HighCape Capital, L.P. In addition, each of Mr. Rakin, Mr. Zuga, HighCape Partners GP II, LLC and HighCape Partners GP II, L.P. may be deemed to beneficially own the securities held by HighCape Partners II, L.P. and HighCape Partners QP II, L.P. Each of the reporting persons disclaims beneficial ownership of the securities held by the other reporting persons except to the extent of each reporting person's pecuniary interest therein, if any. |
(4) | The warrant has expired. The warrant provided for expiration upon the earlier of (a) 30 trading days after the clearance by the U.S. Food & Drug Administration of the issuer's CanGarooRM antibiotic-eluting biologic envelope (which has elapsed) or (b) September 21, 2028. |
(5) | Warrants for 2,058,623 shares of Common Stock were exercised by HighCape Partners QP II, L.P. and warrants for 42,954 shares of Common Stock were exercised by HighCape Partners II, L.P. |