Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Establishment Labs Holdings Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

G31249 108

(CUSIP Number)

December 31, 2018

(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)
x	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. G31249 108
1. Names of Reporting Persons. CPH TU, LP
2. Check the Appropriate Box if a Member of a Group (See Instructions) (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 (See Item 4(a) below)
	6. Shared Voting Power 7,516,131 (See Item 4(a) below)
	7. Sole Dispositive Power 0 (See Item 4(a) below)
	8. Shared Dispositive Power 7,516,131 (See Item 4(a) below)
9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,516,131 (See Item 4(a) below)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9) 36.6% (See Item 4(b) below)
12. Type of Reporting Person (See Instructions)
PN



CUSIP No. G31249 108
1. Names of Reporting Persons. Nicholas Lewin
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b)
3. SEC Use Only
4. Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power 30,650 (See Item 4(a) below)
	6. Shared Voting Power 7,516,131 (See Item 4(a) below)
	7. Sole Dispositive Power 30,650 (See Item 4(a) below)
	8. Shared Dispositive Power 7,516,131 (See Item 4(a) below)
9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,546,781 (See Item 4(a) below)
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9) 36.7% (See Item 4(b) below)
12. Type of Reporting Person (See Instructions)
IN

Item 1(a) Name of Issuer:

Establishment Labs Holdings Inc.

Item 1(b) Address of Issuer’s Principal Executive Offices:

Building B15 and 25

Coyol Free Zone

Alajuela

Costa Rica

Item 2 (a) Name of Person Filing:

This Schedule 13G is filed by:

(i) CPH TU, LP; and

(ii) Nicholas Lewin, who serves as Managing Partner of CPH TU, LP.

Item 2 (b) Address of Principal Business Office or, if none, Residence:

The address of the principal business office of CPH TU, LP is:

c/o Corporation Service Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

The address of the principal business office of Nicholas Lewin is:

Crown Predator Holdings
221 East 59th Street, 2nd Floor
New York, NY 10022

Item 2 (c) Citizenship:

CPH TU, LP is a Delaware limited partnership.

Nicholas Lewin is a United States citizen

Item 2 (d) Title of Class of Securities:

Common Shares, no par value

Item 2 (e) CUSIP Number:

G31249 108


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:

Not applicable.


Item 4.	Ownership

CPH TU, LP:

(a) Amount beneficially owned:

As of December 31, 2018, 7,516,131 Common Shares were held of record by CPH TU, LP.

(b) Percent of class:

36.6%

(i) Sole power to vote or direct the vote: 0 shares

(ii) Shared power to vote or direct the vote: 7,516,131 shares

(iii) Sole power to dispose or to direct the disposition of: 0 shares

(iv) Shared power to dispose or to direct the disposition of: 7,516,131 shares

Nicholas Lewin:

(a) Amount beneficially owned:

As of December 31, 2018, (i) 7,516,131 Common Shares were held of record by CPH TU, LP, of which Mr. Lewin serves as Managing Partner, and (ii) 30,650 Common Shares which may be acquired by Mr. Lewin within 60 days of December 31, 2018 upon option exercise of a stock option.

(b) Percent of class:

36.7%

The ownership percentage above is calculated based on 20,538,321 Common Shares outstanding as of November 9, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2018, plus 30,650 Common Shares which may be acquired by Mr. Lewin within 60 days of December 31, 2018 upon exercise of a stock option.

(i) Sole power to vote or direct the vote: 0 shares

(ii) Shared power to vote or direct the vote: 7,546,781 shares

(iii) Sole power to dispose or to direct the disposition of: 0 shares

(iv) Shared power to dispose or to direct the disposition of: 7,546,781 shares

Item 5. Ownership of 5 Percent or Less of a Class

Not applicable.

Item 6. Ownership of More than 5 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. Certifications

Not applicable.

SIGNATURES

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.

Date: February 12, 2019



		CPH TU, LP
	By:	/s/ Nicholas Lewin
	Name:	Nicholas Lewin
	Title:	Managing Partner

Exhibit Index

Exhibit 1 Agreement of Joint Filing between CPH TU, LP and Nicholas Lewin, dated February 12, 2019