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Filing Details

Accession Number:: 0001493152-18-002417
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-02-21 06:05:17
Reporting Period:: 2018-02-16

Accepted Time:: 2018-02-21 06:05:17
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1686850	Motus Gi Holdings Inc.	MOTS	Surgical & Medical Instruments & Apparatus (3841)	814042793

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1723524	Darren Sherman	C/O Motus Gi Holdings, Inc. 1301 East Broward Boulevard, 3Rd Floor Ft. Lauderdale FL 33301		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2018-02-16	5,000	$5.00	7,250	No	4	P	Direct
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2018-02-16	750	$0.00	8,000	No	4	C	Direct
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2018-02-16	40,000	$5.00	1,010,044	No	4	P	Indirect	By Orchestra Medical Ventures II, L.P.
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2018-02-16	99,748	$0.00	1,109,792	No	4	C	Indirect	By Orchestra Medical Ventures II, L.P.
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2018-02-16	65,038	$0.00	1,159,968	No	4	C	Indirect	By Orchestra MOTUS Co-Investment Partners, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	C	Direct
No	4	P	Indirect	By Orchestra Medical Ventures II, L.P.
No	4	C	Indirect	By Orchestra Medical Ventures II, L.P.
No	4	C	Indirect	By Orchestra MOTUS Co-Investment Partners, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Disposition	2018-02-16	750	$0.00	750	$0.00
Common Stock	Series A Convertible Preferred Stock	Disposition	2018-02-16	99,748	$0.00	99,748	$0.00
Common Stock	Series A Convertible Preferred Stock	Disposition	2018-02-16	65,038	$0.00	65,038	$0.00
Common Stock	Warrants (right to buy)	Acquisiton	2018-02-16	300	$0.00	300	$5.00
Common Stock	Warrants (right to buy)	Acquisiton	2018-02-16	106,980	$0.00	106,980	$5.00
Common Stock	Warrants (right to buy)	Acquisiton	2018-02-16	115,997	$0.00	115,997	$5.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Direct
0			No	4	C	Indirect
0			No	4	C	Indirect
300	2018-08-15	2023-02-16	No	4	J	Direct
106,980	2018-08-15	2023-02-16	No	4	J	Indirect
115,997	2018-08-15	2023-02-16	No	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.0001 Per Share	83,352	Indirect	By Orchestra Medical Ventures II Reserve, L.P.
Common Stock, Par Value $0.0001 Per Share	51,498	Indirect	By Accelerated Technologies, Inc.

Footnotes

The securities were purchased pursuant to an underwritten public offering by the Issuer. The offering closed on February 16, 2018.
The securities are directly held by Orchestra Medical Ventures II, L.P. ("OMV II"). Orchestra Medical Ventures II GP, LLC ("OMV GP") serves as general partner to OMV II. Reporting Person and Darren Sherman are the managing members of OMV GP. Reporting Person, together with Mr. Sherman, jointly exercises sole dispositive and sole voting power over the shares owned by OMV II. Each of Reporting Person, Mr. Sherman and OMV GP disclaims, for purposes of Section 16, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Reporting Person, Mr. Sherman or OMV GP is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
The securities are directly held by Orchestra MOTUS Co-Investment Partners, LLC ("OMCP"). Orchestra Medical Ventures, LLC ("OMV LLC") serves as managing member to OMCP. Reporting Person and Darren Sherman are the managing partners of OMV LLC. Reporting Person, together with Mr. Sherman, jointly exercises sole dispositive and sole voting power over the shares owned by OMCP. Each of Reporting Person, Mr. Sherman and OMV LLC disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16"), beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Reporting Person, Mr. Sherman or OMV LLC is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
The securities are directly held by Orchestra Medical Ventures II Reserve, L.P. ("OMV Reserve"). OMV GP serves as general partner to OMV Reserve. Reporting Person and David Hochman are the managing members of OMV GP. Reporting Person, together with Mr. Hochman, jointly exercises sole dispositive and sole voting power over the shares owned by OMV Reserve. Each of Reporting Person, Mr. Hochman and OMV GP disclaims, for purposes of Section 16, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Reporting Person, Mr. Hochman or OMV GP is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
The securities are directly held by Accelerated Technologies, Inc. ("ATI"). Reporting Person, together with David Hochman, jointly exercises sole dispositive and sole voting power over the shares owned by ATI. Each of Reporting Person and Mr. Hochman disclaims, for purposes of Section 16, beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that either Reporting Person or Mr. Hochman is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
Each share of Series A Convertible Preferred Stock is immediately convertible, at the option of the Reporting Person, into one share of common stock, par value $0.0001 per share (the "Common Stock"), of Motus GI Holdings, Inc. ("Motus"), and shall convert into Common Stock upon the occurrence of certain events. Please see the Motus Registration Statement filed with the Securities and Exchange Commission on Form S-1 (File No. 333-222441) (the "Registration Statement") for a complete description of the conversion rights.
The securities were acquired as consideration for entering into one or more agreements in connection with Company's initial public offering. Please see the Registration Statement for a complete description of the warrant terms and such agreements.