In re Essex Woodlands

 
 UNITED STATES OF AMERICA 
 Before the 
   SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101161 / September 25, 2024 
                                                               
ADMINISTRATIVE PROCEEDING 
File No. 3-22177 
 
 
 
In the Matter of 
 
Essex Woodlands 
Management, Inc., 
 
Respondent. 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 
  
 
 I. 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that 
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 
Securities Exchange Act of 1934 (“Exchange Act”), against Essex Woodlands Management, Inc. 
(“Essex Woodlands” or “Respondent”).   
II. 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over Respondent and the subject 
matter of these proceedings, which are admitted, Respondent consents to the entry of this Order 
Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange 
Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth 
below.   

 
 
 2 
 
III. 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
Summary 
1. These proceedings arise out of violations of the beneficial ownership reporting 
requirements of the federal securities laws.   
2. Section 13(d) of the Exchange Act and the rules promulgated thereunder require any 
person who directly or indirectly acquires beneficial ownership of more than 5% of a registered 
class of equity security to file a statement with the Commission disclosing certain information and 
to file certain updating amendments.  Section 13(d) is a key provision that allows shareholders 
and potential investors to evaluate changes in substantial shareholdings.  See 113 Cong. Rec. 855 
(1967).  The duty to file is not dependent on any intention by the stockholder to gain control of 
the company, but on a mechanical 5% ownership test.  
3. Section 16(a) of the Exchange Act and the rules promulgated thereunder require 
officers and directors of a company with a registered class of equity security, and any beneficial 
owners of greater than 10% of such class, to file certain reports of securities holdings and 
transactions.  Section 16(a) was motivated by a belief that “the most potent weapon against the 
abuse of inside information is full and prompt publicity” and by a desire “to give investors an idea 
of the purchases and sales by insiders which may in turn indicate their private opinion as to 
prospects of the company.”  H.R. Rep. 73-1383, at 13, 24 (1934).  Reflecting this informational 
purpose, the obligation to file applies irrespective of profits or the filer’s reasons for engaging in the 
transactions.  The Sarbanes-Oxley Act of 2002 and Commission implementing regulations 
accelerated the reporting deadline for most transactions to two business days and mandated that all 
reports be filed electronically on EDGAR to facilitate rapid dissemination to the public. 
4. Essex Woodlands failed to file on a timely basis multiple required Section 16(a) 
reports of holdings and transactions in the securities of TELA Bio, Inc. (“TELA”) on behalf of a 
reporting group of Essex Woodlands’ affiliated entities and private funds that shared direct or 
indirect beneficial ownership of more than 10% of TELA’s registered class of common stock.  
Essex Woodlands also failed to timely file an initial statement and certain amendments required 
under Section 13(d) with respect to beneficial ownership in TELA.  
Respondent 
5. Essex Woodlands (d/b/a EW Healthcare Partners), a Delaware corporation with 
its principal place of business in The Woodlands, Texas, has been registered with the 
Commission as an investment adviser since 2012.  Affiliated private funds EW Healthcare 
                                                 
1
  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on 
any other person or entity in this or any other proceeding. 

 
 
 3 
 
Partners Fund 2, L.P. and EW Healthcare Partners Fund 2-A, L.P. (together, the relevant “EW 
Funds”) held the relevant TELA securities.  The general partner of the EW Funds (the “EW 
Funds GP”) is an affiliate of Essex Woodlands, and the EW Funds GP had exclusive and full 
control over all decisions and other determinations relating to the acquisition, disposition and 
voting of securities on behalf of the EW Funds.  The EW Funds, the EW Funds GP, and the 
general partner of the EW Funds GP (collectively, the “EW Affiliates”) shared direct or indirect 
beneficial ownership of the relevant securities.  Essex Woodlands and its relying adviser, Essex 
Woodlands Services Co., Inc., serve as the management company to the EW Funds and provide 
certain administrative services on behalf of the EW Funds and EW Funds GP.  Among other 
such services, Essex Woodlands took responsibility for making all beneficial ownership filings 
on behalf of the EW Affiliates.   
Issuer 
6. TELA is a Delaware corporation with its principal place of business in 
Pennsylvania.  TELA’s common stock is and has been at all relevant times registered with the 
Commission under Section 12 of the Exchange Act and trades on the Nasdaq stock market (ticker: 
TELA).   
 
Applicable Legal Framework 
7. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) together require any person, 
including a group, who has acquired beneficial ownership of more than 5% of a class of equity 
security registered under Section 12 of the Exchange Act to publicly file a Schedule 13D disclosure 
statement with the Commission, which includes, among other things, the identity of the beneficial 
owner, the amount of beneficial ownership, and plans or proposals regarding the issuer.  During the 
time period herein, Rule 13d-1(a) required the Schedule 13D to be filed within 10 days
2
 after the 
triggering acquisition.  
8. During the time period herein, Section 13(d)(2) of the Exchange Act and Rule 13d-
2(a) thereunder required a filer to amend a Schedule 13D promptly
3
 as material changes occur in 
disclosures previously made, including but not limited to, any material increase or decrease in the 
percentage of the class beneficially owned.  An acquisition or disposition of beneficial ownership of 
securities in an amount equal to 1% or more of the class of securities is deemed material for 
                                                 
2
  On October 10, 2023, the Commission adopted amendments to the rules governing beneficial ownership 
reporting under Sections 13(d) and 13(g) to update and shorten certain filing deadlines (the “2023 Amendments”).  
Modernization of Beneficial Ownership Reporting, SEC Release No. 34-98704 (Oct. 10, 2023), 88 Fed. Reg. 76896 
(Nov. 7, 2023).  Among other provisions, the 2023 Amendments shortened the deadline for filing the initial 
statement on Schedule 13D from 10 days to 5 business days.  Id. at 76897, 76906.  Compliance with this new 
deadline is required as of February 5, 2024.  See id. at 76942.  
  
3
  The 2023 Amendments created a bright-line rule that replaces “promptly” with a two-business day 
requirement.  Id. at 76897, 76921.  Compliance is required as of February 5, 2024.  See id. at 76942. 
 
 

 
 
 4 
 
purposes of Rule 13d-2.  Under the standard applicable during the time period herein, any delay in 
filing beyond the date the filing reasonably can be made may not be prompt.
4
   
9. As an alternative to filing on Schedule 13D, certain statutory provisions and rules 
allow the use of short-form disclosure statements on Schedule 13G with differing timing 
requirements under certain conditions.  During the time period herein, Rule 13d-1(c) provided that, 
in lieu of filing a Schedule 13D, a person may file a short-form statement on Schedule 13G within 
10 days
5
 after the triggering acquisition if the person “has not acquired the securities with any 
purpose, or with the effect of, changing or influencing the control of the issuer, or in connection 
with or as a participant in any transaction having that purpose or effect,” and is not directly or 
indirectly the beneficial owner of 20% or more of the class of securities (a “Passive Investor 13G 
Filer”).  Under Rule 13d-1(e), if a Passive Investor 13G Filer subsequently acquires or holds the 
securities with a purpose or effect of changing or influencing control of the issuer, or in connection 
with or as a participant in any transaction having that purpose or effect, the person immediately 
becomes subject to Rule 13d-1(a), and during the time period herein, was required to file a Schedule 
13D within 10 days
6
 and is prohibited from voting or acquiring additional beneficial ownership 
interest in securities of the class until 10 days after the Schedule 13D is filed. 
10. During the time period herein, a Passive Investor 13G Filer was required, under 
Exchange Act Rule 13d-2(b), to file an annual amendment within 45 days after the end of each 
calendar year if there were any changes in the information previously reported, unless certain 
limited exceptions applied.
7
  In addition, during the time period herein, a Passive Investor 13G Filer 
was also required, under Exchange Act Rule 13d-2(d), to amend the Schedule 13G promptly upon 
acquiring beneficial ownership of greater than 10% of a registered class of equity securities and to 
amend the Schedule 13G promptly thereafter upon increasing or decreasing its beneficial ownership 
by more than 5% of the class.
8
   
                                                 
4
  Amendments to Beneficial Ownership Reporting Requirements, SEC Release No. 34-39538 (Jan. 12, 
1998), 63 Fed. Reg. 2854, 2855 n.14 (Jan. 16, 1998).   
5
  The 2023 Amendments shortened this filing deadline to five business days.  See SEC Release No. 34-
98704, 88 Fed. Reg. at 76897, 76916.  Compliance with this new deadline is required by September 30, 2024.  See 
id. at 76942. 
 
6
  The 2023 Amendments shortened this filing deadline to five business days.  See id. at 76897, 76906.  
Compliance with this new deadline is required by September 30, 2024.  See id. at 76942. 
 
7
  The 2023 Amendments replaced this requirement with a requirement to file an amendment within 45 days 
after the end of a calendar quarter in which a material change occurred to the information previously set forth.  See 
id. at 76898, 76921.  Compliance with this new requirement is required beginning September 30, 2024.  See id. at 
76942. 
 
8
  The 2023 Amendments replaced “promptly” with a two-business day requirement.  See id. at 76898, 
76924.  Compliance is required as of September 30, 2024.  See id. at 76942. 
 
 

 
 
 5 
 
11. Under Section 13(d) of the Exchange Act and the application of Rule 13d-3, a 
beneficial owner of a security includes “any person who, directly or indirectly, through any 
contract, arrangement, understanding, relationship or otherwise” has or shares voting or 
investment power with respect to such security.  More than one person may be a beneficial 
owner of the same securities.  Because a beneficial owner, under this standard, includes persons 
who have both direct and indirect, as well as shared, voting and investment power, beneficial 
ownership held by an entity is ordinarily also attributable to a control person of an entity and any 
parent company in a control relationship with such entity.
9
 
12. Section 16(a) of the Exchange Act and the rules promulgated thereunder apply to 
every person who is the beneficial owner of more than 10% of any class of any equity security 
registered pursuant to Section 12 of the Exchange Act, and any officer or director of the issuer of 
any such security (collectively, “insiders”).  For purposes of determining status as a greater than 
10% beneficial owner under Section 16(a), the term means any person who is deemed a beneficial 
owner under Section 13(d) of the Exchange Act and the rules thereunder, subject to limited 
exceptions.
10
   
13. Pursuant to Section 16(a) and Rule 16a-3, insiders are required to file initial 
statements of holdings on Form 3 and keep this information current by reporting transactions on 
Forms 4 and 5.  Specifically, within 10 days after becoming an insider, or on or before the effective 
date of the Section 12 registration of the class of equity security, an insider must file a Form 3 report 
disclosing all securities of the issuer in which the insider has or is deemed to have a direct or 
indirect pecuniary interest.  To keep this information current, insiders must file Form 4 reports 
disclosing transactions resulting in a change in beneficial ownership within two business days 
following the execution date of the transaction, except for limited types of transactions eligible for 
deferred reporting.  Transactions required to be reported on Form 4 include purchases and sales of 
securities, exercises and conversions of derivative securities, and grants or awards of securities from 
the issuer.  In addition, insiders are required to file a Form 5 report within 45 days after the issuer’s 
fiscal year-end to report any transactions or holdings that should have been, but were not, reported 
                                                 
9
  See SEC Release No. 34-39538, 63 Fed. Reg. at 2857.  If the organizational structure of the parent and 
related entities are such that the voting and investment powers over the subject securities are exercised 
independently, attribution may not be required for the purposes of determining the aggregate amount owned by the 
controlling persons if certain conditions concerning independence are met.  Id. 
10
  A limited exception under Rule 16a-1(a)(1) applies to certain specified types of institutional investors, such 
as registered investment advisers and broker-dealers, that permit such institutions to exclude any shares “held for the 
benefit of third parties or in customer or fiduciary accounts in the ordinary course of business” if “such shares are 
acquired ... without the purpose or effect of changing or influencing control of the issuer or engaging in any 
arrangement subject to Rule 13d-3(b)” (a “Qualified Institution”).  A parent holding company or control person of a 
Qualified Institution may also exclude such shares if the aggregate amount held directly by the parent or control 
person, and directly and indirectly by their subsidiaries and affiliates that are not Qualified Institutions, does not 
exceed 1% of the class of securities.  Rule 16a-1(a)(1)(vii). 
 
 

 
 
 6 
 
on Form 3 or 4 (as applicable) during the issuer’s most recent fiscal year and any transactions 
eligible for deferred reporting (unless the insider has previously reported all such transactions).   
14. There is no state of mind requirement for violations of Section 16(a) and 13(d) 
and the rules thereunder.
11
  The failure to timely file a required report, even if inadvertent, 
constitutes a violation.
12
     
Respondent Was a Cause of Violations of Section 16(a) by Its Affiliates 
15. By March 31, 2020, the EW Funds held greater than 10% of the registered class 
of common stock of TELA, resulting in the EW Affiliates becoming subject to the reporting 
requirements of Exchange Act Section 16(a).
13
   
16. Essex Woodlands did not file any Section 16(a) reports on behalf of the EW 
Affiliates until February 2021—almost a year after the requirement to do so.  On February 19, 
2021, Essex Woodlands filed an untimely Form 3 on behalf of the EW Affiliates that incorrectly 
identified December 31, 2020 as the date that the EW Affiliates became 10% beneficial owners 
of TELA.  On February 23, 2021, Essex Woodlands filed an untimely Form 4 on behalf of the 
EW Affiliates that reported purchases on several dates between January 13, 2021 and February 4, 
2021, but failed to report earlier purchases of TELA stock on numerous dates between April 1, 
2020 and August 28, 2020.  It was not until February 16, 2024 that Essex Woodlands filed on 
behalf of the EW Affiliates an amended Form 3 to correct the date and a Form 4 to report the 
previously unreported 2020 purchases.  In addition, Essex Woodlands also failed to file until 
May 13, 2021 required Forms 4 on behalf of the EW Affiliates to report transactions on 
                                                 
11
   See, e.g., SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) (“Indeed, the plain language of 
section 13(d)(1) gives no hint that intentional conduct need be found, but rather, appears to place a simple and 
affirmative duty of reporting on certain persons.  The legislative history confirms that Congress was concerned with 
providing disclosure to investors, and not merely with protecting them from fraudulent conduct”); SEC v. e-Smart 
Technologies, Inc., 82 F. Supp. 3d 97, 104 (D.D.C. 2015) (scienter is not required to establish a violation of Section 
16(a) of the Exchange Act).  Negligence is sufficient to establish liability for causing such violations.  See KPMG 
Peat Marwick LLP, 74 SEC Docket 357, 2001 WL 47245, at *19 (Jan. 19, 2001) (Commission opinion) 
(“[N]egligence is sufficient to establish ‘causing’ liability under Exchange Act Section 21C(a) ... in cases in which a 
person is alleged to ‘cause’ a primary violation that does not require scienter.”).       
12
   Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *2 (May 19, 1980) (Commission opinion) 
(“We have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 
violation”); see generally Herbert Moskowitz, 77 SEC Docket 446, 2002 WL 434524, at *7 (Mar. 21, 2002) 
(Commission opinion) (“evidence of both motive for non-disclosure and actual market impact ... is irrelevant” to 
whether violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred); Mandated 
Electronic Filing and Website Posting for Forms 3, 4 and 5, SEC Release No. 34-47809 (May 7, 2003), 68 Fed. Reg. 
25788, 25792 (May 13, 2003) (noting that an issuer’s eligibility for temporary relief from disclosing Forms 4 filed one 
business day late by its insiders “does not change the fact that any Form 3, 4 or 5 filed later than the applicable due date 
violates Section 16(a)”) (emphasis added). 
13
  None of the EW Affiliates were eligible at any time under Exchange Act Rule 16a-1(a)(1) subparagraphs 
(i) through (xi) to exclude any securities over which they were deemed to have direct or indirect beneficial 
ownership under Section 13(d) and the rules thereunder. 

 
 
 7 
 
numerous dates between March 23, 2021 and May 10, 2021.  These late reports include 
transactions of the EW Funds on the following dates that were required to be reported on Form 4 
within two business days:   
Form Type Date of Trans. Due Date Date Filed 
4 4/1/2020 4/3/2020 2/16/2024 
4 4/2/2020 4/6/2020 2/16/2024 
4 4/3/2020 4/7/2020 2/16/2024 
4 4/6/2020 4/8/2020 2/16/2024 
4 4/7/2020 4/9/2020 2/16/2024 
4 4/8/2020 4/10/2020 2/16/2024 
4 4/9/2020 4/13/2020 2/16/2024 
4 4/13/2020 4/15/2020 2/16/2024 
4 4/14/2020 4/16/2020 2/16/2024 
4 4/15/2020 4/17/2020 2/16/2024 
4 4/16/2020 4/20/2020 2/16/2024 
4 4/17/2020 4/21/2020 2/16/2024 
4 4/20/2020 4/22/2020 2/16/2024 
4 4/21/2020 4/23/2020 2/16/2024 
4 4/22/2020 4/24/2020 2/16/2024 
4 4/23/2020 4/27/2020 2/16/2024 
4 4/28/2020 4/30/2020 2/16/2024 
4 7/28/2020 7/30/2020 2/16/2024 
4 7/29/2020 7/31/2020 2/16/2024 
4 7/30/2020 8/3/2020 2/16/2024 
4 7/31/2020 8/4/2020 2/16/2024 
4 8/3/2020 8/5/2020 2/16/2024 
4 8/4/2020 8/6/2020 2/16/2024 
4 8/11/2020 8/13/2020 2/16/2024 
4 8/14/2020 8/18/2020 2/16/2024 
4 8/28/2020 9/1/2020 2/16/2024 

 
 
 8 
 
Form Type Date of Trans. Due Date Date Filed 
4 1/13/2021 1/15/2021 2/23/2021 
4 1/14/2021 1/19/2021 2/23/2021 
4 1/15/2021 1/20/2021 2/23/2021 
4 1/26/2021 1/28/2021  2/23/2021 
4 1/27/2021 1/29/2021 2/23/2021 
4 1/28/2021 2/1/2021 2/23/2021 
4 1/29/2021 2/2/2021 2/23/2021 
4 2/1/2021 2/3/2021 2/23/2021 
4 2/2/2021 2/4/2021 2/23/2021 
4 2/4/2021 2/8/2021 2/23/2021 
4 3/23/2021 3/25/2021 5/13/2021 
4 3/24/2021 3/26/2021 5/13/2021 
4 3/25/2021 3/29/2021 5/13/2021 
4 3/26/2021 3/30/2021 5/13/2021 
4 4/8/2021 4/12/2021 5/13/2021 
4 4/12/2021 4/14/2021 5/13/2021 
4 4/19/2021 4/21/2021 5/13/2021 
4 4/20/2021 4/22/2021 5/13/2021 
4 4/21/2021 4/23/2021 5/13/2021 
4 4/22/2021 4/26/2021 5/13/2021 
4 4/23/2021 4/27/2021 5/13/2021 
4 4/27/2021 4/29/2021 5/13/2021 
4 4/28/2021 4/30/2021 5/13/2021 
4 5/5/2021 5/7/2021 5/13/2021 
4 5/6/2021 5/10/2021 5/13/2021 
4 5/7/2021 5/11/2021 5/13/2021 
4 5/10/2021 5/12/2021 5/13/2021 
4 5/21/2021 5/25/2021 5/27/2021 
4 5/24/2021 5/26/2021 5/27/2021 

 
 
 9 
 
17. These late-reported transactions from April 1, 2020 to May 24, 2021 were open-
market purchases of TELA common stock with an aggregate market value of approximately $5.3 
million.  In addition, Essex Woodlands also failed to report on behalf of the EW Affiliates an open-
market purchase on July 14, 2022 of approximately $40,000 worth of TELA common stock until 
filing the February 16, 2024 Form 4 disclosing the previously unreported April to August 2020 
transactions described above.  This also resulted in Essex Woodlands failing to file required 
Forms 5 on behalf of the EW Affiliates to report these transactions that should have been 
reported during TELA’s fiscal years ended December 31, 2020 or 2022 but were not, by 
February 14, 2021 and February 14, 2023, respectively. 
18. As a result of the conduct described above, Essex Woodlands was a cause of 
violations of Section 16(a) of the Exchange Act and Rule 16a-3 thereunder by the EW Affiliates.  
Respondent Was a Cause of Violations of Section 13(d) by Its Affiliates 
19. The EW Affiliates have been subject to the reporting requirements of Exchange 
Act Section 13(d) since acquiring beneficial ownership of more than 5% of TELA’s common 
stock as of November 8, 2019, and remain subject to those requirements.  The EW Affiliates 
were required to file a Schedule 13D within 10 days, or in lieu thereof, file a Schedule 13G 
within 10 days if eligible under Rule 13d-1(c) as Passive Investor 13G Filers.  Essex Woodlands’ 
filing of an initial Schedule 13G statement on behalf of the EW Affiliates on November 27, 2019 
did not comply with the applicable 10-day filing deadline.   
20. Essex Woodlands also failed to timely file on behalf of the EW Affiliates an 
amendment required of persons relying on Rule 13d-1(c) as Passive Investor 13G Filers and 
failed to make timely and accurate filings on Schedule 13D, including:  
• The failure to promptly file an amendment to the Schedule 13G after their 
beneficial ownership had increased to more than 10% of TELA’s common stock 
as of March 31, 2020, which was not reflected until the filing of an initial 
Schedule 13D on February 18, 2021; 
• The failure of the initial Schedule 13D filed on February 18, 2021 to set forth 
accurate and complete information as required in Schedule 13D.  Among other 
things, the initial Schedule 13D reflected beneficial ownership as of December 
31, 2020, and not as of the date of the filing as required, even though additional 
acquisitions occurred between January 13, 2021 and February 4, 2021, and made 
an inaccurate representation that none of the reporting persons had effected any 
transactions in the securities of TELA during the past 60 days when in fact 
transactions had occurred; and     
• The inclusion on certain subsequent amendments to the Schedule 13D of similar 
inaccurate statements that none of the reporting persons had effected any 

 
 
 10 
 
transactions in the securities of TELA during the past 60 days when in fact 
transactions had occurred. 
21. As a result of the conduct described above, Essex Woodlands was a cause of 
violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder by the 
EW Affiliates. 
Respondent’s Remedial Efforts 
22. In determining to accept Respondent’s Offer, the Commission considered certain 
remedial acts undertaken by Respondent and cooperation afforded to Commission staff. 
IV. 
In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent Essex Woodlands’ Offer. 
 Accordingly, it is hereby ORDERED that: 
 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 
committing or causing any violations and any future violations of Sections 13(d) and 16(a) of the 
Exchange Act and Rules 13d-1, 13d-2, and 16a-3 promulgated thereunder.   
B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $225,000 to the Securities and Exchange Commission, for transfer to 
the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If 
timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.  
Payment must be made in one of the following ways:   
(1)  Respondent may transmit payment electronically to the Commission, which will 
provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2)  Respondent may make direct payment from a bank account via Pay.gov through 
the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3)  Respondent may pay by certified check, bank cashier’s check, or United States 
postal money order, made payable to the Securities and Exchange Commission and hand-
delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 

 
 
 11 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Essex Woodlands Management, Inc. as a Respondent in these proceedings, and the file number of 
these proceedings; a copy of the cover letter and check or money order must be sent to Thomas 
Smith, Associate Regional Director, Division of Enforcement, Securities and Exchange 
Commission, 100 Pearl Street, Suite 20-100, New York, NY 10004.   
Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 
a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 
the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
 
 By the Commission. 
 
 
       Vanessa A. Countryman 
       Secretary 

UNITED STATES OF AMERICA 

 Before the 

   SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101161 / September 25, 2024 

                                                               

ADMINISTRATIVE PROCEEDING 

File No. 3-22177 

 

 

 

In the Matter of 

 

Essex Woodlands 

Management, Inc., 

 

Respondent. 

 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER 

  

 

 I. 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that 

cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 

Securities Exchange Act of 1934 (“Exchange Act”), against Essex Woodlands Management, Inc. 

(“Essex Woodlands” or “Respondent”).   

II. 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the 

findings herein, except as to the Commission’s jurisdiction over Respondent and the subject 

matter of these proceedings, which are admitted, Respondent consents to the entry of this Order 

Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange 

Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth 

below.   



 
 

 2 

 

III. 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

Summary 

1. These proceedings arise out of violations of the beneficial ownership reporting 

requirements of the federal securities laws.   

2. Section 13(d) of the Exchange Act and the rules promulgated thereunder require any 

person who directly or indirectly acquires beneficial ownership of more than 5% of a registered 

class of equity security to file a statement with the Commission disclosing certain information and 

to file certain updating amendments.  Section 13(d) is a key provision that allows shareholders 

and potential investors to evaluate changes in substantial shareholdings.  See 113 Cong. Rec. 855 

(1967).  The duty to file is not dependent on any intention by the stockholder to gain control of 

the company, but on a mechanical 5% ownership test.  

3. Section 16(a) of the Exchange Act and the rules promulgated thereunder require 

officers and directors of a company with a registered class of equity security, and any beneficial 

owners of greater than 10% of such class, to file certain reports of securities holdings and 

transactions.  Section 16(a) was motivated by a belief that “the most potent weapon against the 

abuse of inside information is full and prompt publicity” and by a desire “to give investors an idea 

of the purchases and sales by insiders which may in turn indicate their private opinion as to 

prospects of the company.”  H.R. Rep. 73-1383, at 13, 24 (1934).  Reflecting this informational 

purpose, the obligation to file applies irrespective of profits or the filer’s reasons for engaging in the 

transactions.  The Sarbanes-Oxley Act of 2002 and Commission implementing regulations 

accelerated the reporting deadline for most transactions to two business days and mandated that all 

reports be filed electronically on EDGAR to facilitate rapid dissemination to the public. 

4. Essex Woodlands failed to file on a timely basis multiple required Section 16(a) 

reports of holdings and transactions in the securities of TELA Bio, Inc. (“TELA”) on behalf of a 

reporting group of Essex Woodlands’ affiliated entities and private funds that shared direct or 

indirect beneficial ownership of more than 10% of TELA’s registered class of common stock.  

Essex Woodlands also failed to timely file an initial statement and certain amendments required 

under Section 13(d) with respect to beneficial ownership in TELA.  

Respondent 

5. Essex Woodlands (d/b/a EW Healthcare Partners), a Delaware corporation with 

its principal place of business in The Woodlands, Texas, has been registered with the 

Commission as an investment adviser since 2012.  Affiliated private funds EW Healthcare 

                                                 
1  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on 

any other person or entity in this or any other proceeding. 



 
 

 3 

 

Partners Fund 2, L.P. and EW Healthcare Partners Fund 2-A, L.P. (together, the relevant “EW 

Funds”) held the relevant TELA securities.  The general partner of the EW Funds (the “EW 

Funds GP”) is an affiliate of Essex Woodlands, and the EW Funds GP had exclusive and full 

control over all decisions and other determinations relating to the acquisition, disposition and 

voting of securities on behalf of the EW Funds.  The EW Funds, the EW Funds GP, and the 

general partner of the EW Funds GP (collectively, the “EW Affiliates”) shared direct or indirect 

beneficial ownership of the relevant securities.  Essex Woodlands and its relying adviser, Essex 

Woodlands Services Co., Inc., serve as the management company to the EW Funds and provide 

certain administrative services on behalf of the EW Funds and EW Funds GP.  Among other 

such services, Essex Woodlands took responsibility for making all beneficial ownership filings 

on behalf of the EW Affiliates.   

Issuer 

6. TELA is a Delaware corporation with its principal place of business in 

Pennsylvania.  TELA’s common stock is and has been at all relevant times registered with the 

Commission under Section 12 of the Exchange Act and trades on the Nasdaq stock market (ticker: 

TELA).   

 

Applicable Legal Framework 

7. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) together require any person, 

including a group, who has acquired beneficial ownership of more than 5% of a class of equity 

security registered under Section 12 of the Exchange Act to publicly file a Schedule 13D disclosure 

statement with the Commission, which includes, among other things, the identity of the beneficial 

owner, the amount of beneficial ownership, and plans or proposals regarding the issuer.  During the 

time period herein, Rule 13d-1(a) required the Schedule 13D to be filed within 10 days2 after the 

triggering acquisition.  

8. During the time period herein, Section 13(d)(2) of the Exchange Act and Rule 13d-

2(a) thereunder required a filer to amend a Schedule 13D promptly3 as material changes occur in 

disclosures previously made, including but not limited to, any material increase or decrease in the 

percentage of the class beneficially owned.  An acquisition or disposition of beneficial ownership of 

securities in an amount equal to 1% or more of the class of securities is deemed material for 

                                                 
2  On October 10, 2023, the Commission adopted amendments to the rules governing beneficial ownership 

reporting under Sections 13(d) and 13(g) to update and shorten certain filing deadlines (the “2023 Amendments”).  

Modernization of Beneficial Ownership Reporting, SEC Release No. 34-98704 (Oct. 10, 2023), 88 Fed. Reg. 76896 

(Nov. 7, 2023).  Among other provisions, the 2023 Amendments shortened the deadline for filing the initial 

statement on Schedule 13D from 10 days to 5 business days.  Id. at 76897, 76906.  Compliance with this new 

deadline is required as of February 5, 2024.  See id. at 76942.  

  
3  The 2023 Amendments created a bright-line rule that replaces “promptly” with a two-business day 

requirement.  Id. at 76897, 76921.  Compliance is required as of February 5, 2024.  See id. at 76942. 

 

 



 
 

 4 

 

purposes of Rule 13d-2.  Under the standard applicable during the time period herein, any delay in 

filing beyond the date the filing reasonably can be made may not be prompt.4   

9. As an alternative to filing on Schedule 13D, certain statutory provisions and rules 

allow the use of short-form disclosure statements on Schedule 13G with differing timing 

requirements under certain conditions.  During the time period herein, Rule 13d-1(c) provided that, 

in lieu of filing a Schedule 13D, a person may file a short-form statement on Schedule 13G within 

10 days5 after the triggering acquisition if the person “has not acquired the securities with any 

purpose, or with the effect of, changing or influencing the control of the issuer, or in connection 

with or as a participant in any transaction having that purpose or effect,” and is not directly or 

indirectly the beneficial owner of 20% or more of the class of securities (a “Passive Investor 13G 

Filer”).  Under Rule 13d-1(e), if a Passive Investor 13G Filer subsequently acquires or holds the 

securities with a purpose or effect of changing or influencing control of the issuer, or in connection 

with or as a participant in any transaction having that purpose or effect, the person immediately 

becomes subject to Rule 13d-1(a), and during the time period herein, was required to file a Schedule 

13D within 10 days6 and is prohibited from voting or acquiring additional beneficial ownership 

interest in securities of the class until 10 days after the Schedule 13D is filed. 

10. During the time period herein, a Passive Investor 13G Filer was required, under 

Exchange Act Rule 13d-2(b), to file an annual amendment within 45 days after the end of each 

calendar year if there were any changes in the information previously reported, unless certain 

limited exceptions applied.7  In addition, during the time period herein, a Passive Investor 13G Filer 

was also required, under Exchange Act Rule 13d-2(d), to amend the Schedule 13G promptly upon 

acquiring beneficial ownership of greater than 10% of a registered class of equity securities and to 

amend the Schedule 13G promptly thereafter upon increasing or decreasing its beneficial ownership 

by more than 5% of the class.8   

                                                 
4  Amendments to Beneficial Ownership Reporting Requirements, SEC Release No. 34-39538 (Jan. 12, 

1998), 63 Fed. Reg. 2854, 2855 n.14 (Jan. 16, 1998).   

5  The 2023 Amendments shortened this filing deadline to five business days.  See SEC Release No. 34-

98704, 88 Fed. Reg. at 76897, 76916.  Compliance with this new deadline is required by September 30, 2024.  See 

id. at 76942. 

 
6  The 2023 Amendments shortened this filing deadline to five business days.  See id. at 76897, 76906.  

Compliance with this new deadline is required by September 30, 2024.  See id. at 76942. 

 
7  The 2023 Amendments replaced this requirement with a requirement to file an amendment within 45 days 

after the end of a calendar quarter in which a material change occurred to the information previously set forth.  See 

id. at 76898, 76921.  Compliance with this new requirement is required beginning September 30, 2024.  See id. at 

76942. 

 
8  The 2023 Amendments replaced “promptly” with a two-business day requirement.  See id. at 76898, 

76924.  Compliance is required as of September 30, 2024.  See id. at 76942. 

 

 



 
 

 5 

 

11. Under Section 13(d) of the Exchange Act and the application of Rule 13d-3, a 

beneficial owner of a security includes “any person who, directly or indirectly, through any 

contract, arrangement, understanding, relationship or otherwise” has or shares voting or 

investment power with respect to such security.  More than one person may be a beneficial 

owner of the same securities.  Because a beneficial owner, under this standard, includes persons 

who have both direct and indirect, as well as shared, voting and investment power, beneficial 

ownership held by an entity is ordinarily also attributable to a control person of an entity and any 

parent company in a control relationship with such entity.9 

12. Section 16(a) of the Exchange Act and the rules promulgated thereunder apply to 

every person who is the beneficial owner of more than 10% of any class of any equity security 

registered pursuant to Section 12 of the Exchange Act, and any officer or director of the issuer of 

any such security (collectively, “insiders”).  For purposes of determining status as a greater than 

10% beneficial owner under Section 16(a), the term means any person who is deemed a beneficial 

owner under Section 13(d) of the Exchange Act and the rules thereunder, subject to limited 

exceptions.10   

13. Pursuant to Section 16(a) and Rule 16a-3, insiders are required to file initial 

statements of holdings on Form 3 and keep this information current by reporting transactions on 

Forms 4 and 5.  Specifically, within 10 days after becoming an insider, or on or before the effective 

date of the Section 12 registration of the class of equity security, an insider must file a Form 3 report 

disclosing all securities of the issuer in which the insider has or is deemed to have a direct or 

indirect pecuniary interest.  To keep this information current, insiders must file Form 4 reports 

disclosing transactions resulting in a change in beneficial ownership within two business days 

following the execution date of the transaction, except for limited types of transactions eligible for 

deferred reporting.  Transactions required to be reported on Form 4 include purchases and sales of 

securities, exercises and conversions of derivative securities, and grants or awards of securities from 

the issuer.  In addition, insiders are required to file a Form 5 report within 45 days after the issuer’s 

fiscal year-end to report any transactions or holdings that should have been, but were not, reported 

                                                 
9  See SEC Release No. 34-39538, 63 Fed. Reg. at 2857.  If the organizational structure of the parent and 

related entities are such that the voting and investment powers over the subject securities are exercised 

independently, attribution may not be required for the purposes of determining the aggregate amount owned by the 

controlling persons if certain conditions concerning independence are met.  Id. 

10  A limited exception under Rule 16a-1(a)(1) applies to certain specified types of institutional investors, such 

as registered investment advisers and broker-dealers, that permit such institutions to exclude any shares “held for the 

benefit of third parties or in customer or fiduciary accounts in the ordinary course of business” if “such shares are 

acquired … without the purpose or effect of changing or influencing control of the issuer or engaging in any 

arrangement subject to Rule 13d-3(b)” (a “Qualified Institution”).  A parent holding company or control person of a 

Qualified Institution may also exclude such shares if the aggregate amount held directly by the parent or control 

person, and directly and indirectly by their subsidiaries and affiliates that are not Qualified Institutions, does not 

exceed 1% of the class of securities.  Rule 16a-1(a)(1)(vii). 

 

 



 
 

 6 

 

on Form 3 or 4 (as applicable) during the issuer’s most recent fiscal year and any transactions 

eligible for deferred reporting (unless the insider has previously reported all such transactions).   

14. There is no state of mind requirement for violations of Section 16(a) and 13(d) 

and the rules thereunder.11  The failure to timely file a required report, even if inadvertent, 

constitutes a violation.12     

Respondent Was a Cause of Violations of Section 16(a) by Its Affiliates 

15. By March 31, 2020, the EW Funds held greater than 10% of the registered class 

of common stock of TELA, resulting in the EW Affiliates becoming subject to the reporting 

requirements of Exchange Act Section 16(a).13   

16. Essex Woodlands did not file any Section 16(a) reports on behalf of the EW 

Affiliates until February 2021—almost a year after the requirement to do so.  On February 19, 

2021, Essex Woodlands filed an untimely Form 3 on behalf of the EW Affiliates that incorrectly 

identified December 31, 2020 as the date that the EW Affiliates became 10% beneficial owners 

of TELA.  On February 23, 2021, Essex Woodlands filed an untimely Form 4 on behalf of the 

EW Affiliates that reported purchases on several dates between January 13, 2021 and February 4, 

2021, but failed to report earlier purchases of TELA stock on numerous dates between April 1, 

2020 and August 28, 2020.  It was not until February 16, 2024 that Essex Woodlands filed on 

behalf of the EW Affiliates an amended Form 3 to correct the date and a Form 4 to report the 

previously unreported 2020 purchases.  In addition, Essex Woodlands also failed to file until 

May 13, 2021 required Forms 4 on behalf of the EW Affiliates to report transactions on 

                                                 
11   See, e.g., SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) (“Indeed, the plain language of 

section 13(d)(1) gives no hint that intentional conduct need be found, but rather, appears to place a simple and 

affirmative duty of reporting on certain persons.  The legislative history confirms that Congress was concerned with 

providing disclosure to investors, and not merely with protecting them from fraudulent conduct”); SEC v. e-Smart 

Technologies, Inc., 82 F. Supp. 3d 97, 104 (D.D.C. 2015) (scienter is not required to establish a violation of Section 

16(a) of the Exchange Act).  Negligence is sufficient to establish liability for causing such violations.  See KPMG 

Peat Marwick LLP, 74 SEC Docket 357, 2001 WL 47245, at *19 (Jan. 19, 2001) (Commission opinion) 

(“[N]egligence is sufficient to establish ‘causing’ liability under Exchange Act Section 21C(a) … in cases in which a 

person is alleged to ‘cause’ a primary violation that does not require scienter.”).       

12   Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *2 (May 19, 1980) (Commission opinion) 

(“We have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 

violation”); see generally Herbert Moskowitz, 77 SEC Docket 446, 2002 WL 434524, at *7 (Mar. 21, 2002) 

(Commission opinion) (“evidence of both motive for non-disclosure and actual market impact … is irrelevant” to 

whether violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred); Mandated 

Electronic Filing and Website Posting for Forms 3, 4 and 5, SEC Release No. 34-47809 (May 7, 2003), 68 Fed. Reg. 

25788, 25792 (May 13, 2003) (noting that an issuer’s eligibility for temporary relief from disclosing Forms 4 filed one 

business day late by its insiders “does not change the fact that any Form 3, 4 or 5 filed later than the applicable due date 

violates Section 16(a)”) (emphasis added). 

13  None of the EW Affiliates were eligible at any time under Exchange Act Rule 16a-1(a)(1) subparagraphs 

(i) through (xi) to exclude any securities over which they were deemed to have direct or indirect beneficial 

ownership under Section 13(d) and the rules thereunder. 



 
 

 7 

 

numerous dates between March 23, 2021 and May 10, 2021.  These late reports include 

transactions of the EW Funds on the following dates that were required to be reported on Form 4 

within two business days:   

Form Type Date of Trans. Due Date Date Filed 

4 4/1/2020 4/3/2020 2/16/2024 

4 4/2/2020 4/6/2020 2/16/2024 

4 4/3/2020 4/7/2020 2/16/2024 

4 4/6/2020 4/8/2020 2/16/2024 

4 4/7/2020 4/9/2020 2/16/2024 

4 4/8/2020 4/10/2020 2/16/2024 

4 4/9/2020 4/13/2020 2/16/2024 

4 4/13/2020 4/15/2020 2/16/2024 

4 4/14/2020 4/16/2020 2/16/2024 

4 4/15/2020 4/17/2020 2/16/2024 

4 4/16/2020 4/20/2020 2/16/2024 

4 4/17/2020 4/21/2020 2/16/2024 

4 4/20/2020 4/22/2020 2/16/2024 

4 4/21/2020 4/23/2020 2/16/2024 

4 4/22/2020 4/24/2020 2/16/2024 

4 4/23/2020 4/27/2020 2/16/2024 

4 4/28/2020 4/30/2020 2/16/2024 

4 7/28/2020 7/30/2020 2/16/2024 

4 7/29/2020 7/31/2020 2/16/2024 

4 7/30/2020 8/3/2020 2/16/2024 

4 7/31/2020 8/4/2020 2/16/2024 

4 8/3/2020 8/5/2020 2/16/2024 

4 8/4/2020 8/6/2020 2/16/2024 

4 8/11/2020 8/13/2020 2/16/2024 

4 8/14/2020 8/18/2020 2/16/2024 

4 8/28/2020 9/1/2020 2/16/2024 



 
 

 8 

 

Form Type Date of Trans. Due Date Date Filed 

4 1/13/2021 1/15/2021 2/23/2021 

4 1/14/2021 1/19/2021 2/23/2021 

4 1/15/2021 1/20/2021 2/23/2021 

4 1/26/2021 1/28/2021  2/23/2021 

4 1/27/2021 1/29/2021 2/23/2021 

4 1/28/2021 2/1/2021 2/23/2021 

4 1/29/2021 2/2/2021 2/23/2021 

4 2/1/2021 2/3/2021 2/23/2021 

4 2/2/2021 2/4/2021 2/23/2021 

4 2/4/2021 2/8/2021 2/23/2021 

4 3/23/2021 3/25/2021 5/13/2021 

4 3/24/2021 3/26/2021 5/13/2021 

4 3/25/2021 3/29/2021 5/13/2021 

4 3/26/2021 3/30/2021 5/13/2021 

4 4/8/2021 4/12/2021 5/13/2021 

4 4/12/2021 4/14/2021 5/13/2021 

4 4/19/2021 4/21/2021 5/13/2021 

4 4/20/2021 4/22/2021 5/13/2021 

4 4/21/2021 4/23/2021 5/13/2021 

4 4/22/2021 4/26/2021 5/13/2021 

4 4/23/2021 4/27/2021 5/13/2021 

4 4/27/2021 4/29/2021 5/13/2021 

4 4/28/2021 4/30/2021 5/13/2021 

4 5/5/2021 5/7/2021 5/13/2021 

4 5/6/2021 5/10/2021 5/13/2021 

4 5/7/2021 5/11/2021 5/13/2021 

4 5/10/2021 5/12/2021 5/13/2021 

4 5/21/2021 5/25/2021 5/27/2021 

4 5/24/2021 5/26/2021 5/27/2021 



 
 

 9 

 

17. These late-reported transactions from April 1, 2020 to May 24, 2021 were open-

market purchases of TELA common stock with an aggregate market value of approximately $5.3 

million.  In addition, Essex Woodlands also failed to report on behalf of the EW Affiliates an open-

market purchase on July 14, 2022 of approximately $40,000 worth of TELA common stock until 

filing the February 16, 2024 Form 4 disclosing the previously unreported April to August 2020 

transactions described above.  This also resulted in Essex Woodlands failing to file required 

Forms 5 on behalf of the EW Affiliates to report these transactions that should have been 

reported during TELA’s fiscal years ended December 31, 2020 or 2022 but were not, by 

February 14, 2021 and February 14, 2023, respectively. 

18. As a result of the conduct described above, Essex Woodlands was a cause of 

violations of Section 16(a) of the Exchange Act and Rule 16a-3 thereunder by the EW Affiliates.  

Respondent Was a Cause of Violations of Section 13(d) by Its Affiliates 

19. The EW Affiliates have been subject to the reporting requirements of Exchange 

Act Section 13(d) since acquiring beneficial ownership of more than 5% of TELA’s common 

stock as of November 8, 2019, and remain subject to those requirements.  The EW Affiliates 

were required to file a Schedule 13D within 10 days, or in lieu thereof, file a Schedule 13G 

within 10 days if eligible under Rule 13d-1(c) as Passive Investor 13G Filers.  Essex Woodlands’ 

filing of an initial Schedule 13G statement on behalf of the EW Affiliates on November 27, 2019 

did not comply with the applicable 10-day filing deadline.   

20. Essex Woodlands also failed to timely file on behalf of the EW Affiliates an 

amendment required of persons relying on Rule 13d-1(c) as Passive Investor 13G Filers and 

failed to make timely and accurate filings on Schedule 13D, including:  

• The failure to promptly file an amendment to the Schedule 13G after their 

beneficial ownership had increased to more than 10% of TELA’s common stock 

as of March 31, 2020, which was not reflected until the filing of an initial 

Schedule 13D on February 18, 2021; 

• The failure of the initial Schedule 13D filed on February 18, 2021 to set forth 

accurate and complete information as required in Schedule 13D.  Among other 

things, the initial Schedule 13D reflected beneficial ownership as of December 

31, 2020, and not as of the date of the filing as required, even though additional 

acquisitions occurred between January 13, 2021 and February 4, 2021, and made 

an inaccurate representation that none of the reporting persons had effected any 

transactions in the securities of TELA during the past 60 days when in fact 

transactions had occurred; and     

• The inclusion on certain subsequent amendments to the Schedule 13D of similar 

inaccurate statements that none of the reporting persons had effected any 



 
 

 10 

 

transactions in the securities of TELA during the past 60 days when in fact 

transactions had occurred. 

21. As a result of the conduct described above, Essex Woodlands was a cause of 

violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder by the 

EW Affiliates. 

Respondent’s Remedial Efforts 

22. In determining to accept Respondent’s Offer, the Commission considered certain 

remedial acts undertaken by Respondent and cooperation afforded to Commission staff. 

IV. 

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent Essex Woodlands’ Offer. 

 Accordingly, it is hereby ORDERED that: 

 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 

committing or causing any violations and any future violations of Sections 13(d) and 16(a) of the 

Exchange Act and Rules 13d-1, 13d-2, and 16a-3 promulgated thereunder.   

B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $225,000 to the Securities and Exchange Commission, for transfer to 

the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If 

timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.  

Payment must be made in one of the following ways:   

(1)  Respondent may transmit payment electronically to the Commission, which will 

provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2)  Respondent may make direct payment from a bank account via Pay.gov through 

the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3)  Respondent may pay by certified check, bank cashier’s check, or United States 

postal money order, made payable to the Securities and Exchange Commission and hand-

delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 



 
 

 11 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Essex Woodlands Management, Inc. as a Respondent in these proceedings, and the file number of 

these proceedings; a copy of the cover letter and check or money order must be sent to Thomas 

Smith, Associate Regional Director, Division of Enforcement, Securities and Exchange 

Commission, 100 Pearl Street, Suite 20-100, New York, NY 10004.   

Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 

a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 

granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 

the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 

deemed an additional civil penalty and shall not be deemed to change the amount of the civil 

penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 

means a private damages action brought against Respondent by or on behalf of one or more 

investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding. 

 

 By the Commission. 

 

 

       Vanessa A. Countryman 

       Secretary 


	Respondent