SEC Form 4 · accession 0001012975-18-000220
Motus GI Holdings, Inc. · MOTS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 16, 2018
Accepted (ET)
Feb 21, 2018 · 4:20 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001686850
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F1 | Feb 16, 2018 | C | 256,386 | — | A | 1,800,541 | I | See Footnote |
| Common StockF1 | Feb 16, 2018 | P | 1,000,000 | $5.00 | A | 2,800,541 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1,F2 | — | Feb 16, 2018 | C | 256,386 | D | — | — | Common Stock | 256,386 | 0 | I |
Explanation of responses
- F1The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, 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 Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
- F2Each share of Series A Convertible Preferred Stock automatically converted into one share of common stock, par value $0.0001 per share, of the Issuer at the consummation of the Issuer's initial public offering. The Series A Convertible Preferred Stock was fully vested and did not have an expiration date.