SEC Form 4 · accession 0001493152-18-002417

Motus GI Holdings, Inc. · MOTS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Darren Sherman

Director · 10% Owner

Period of report

Feb 16, 2018

Accepted (ET)

Feb 21, 2018 · 6:05 am 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 Stock, par value $0.0001 per share	Feb 16, 2018	P	5,000	$5.00	A	7,250	D
Common Stock, par value $0.0001 per share	Feb 16, 2018	C	750	$0.00	A	8,000	D
Common Stock, par value $0.0001 per share^F2	Feb 16, 2018	P	40,000	$5.00	A	1,010,044	I	By Orchestra Medical Ventures II, L.P.
Common Stock, par value $0.0001 per share^F2	Feb 16, 2018	C	99,748	$0.00	A	1,109,792	I	By Orchestra Medical Ventures II, L.P.
Common Stock, par value $0.0001 per share^F3	Feb 16, 2018	C	65,038	$0.00	A	1,159,968	I	By Orchestra MOTUS Co-Investment Partners, LLC
Common Stock, par value $0.0001 per share^F4	holding	—	—		—	83,352	I	By Orchestra Medical Ventures II Reserve, L.P.
Common Stock, par value $0.0001 per share^F5	holding	—	—		—	51,498	I	By Accelerated Technologies, Inc.

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 Stock^F6	$0.00	Feb 16, 2018	C	750	D	—	—	Common Stock	750	0	D
Series A Convertible Preferred Stock^F2,F6	$0.00	Feb 16, 2018	C	99,748	D	—	—	Common Stock	99,748	0	I
Series A Convertible Preferred Stock^F3,F6	$0.00	Feb 16, 2018	C	65,038	D	—	—	Common Stock	65,038	0	I
Warrants (right to buy)	$5.00	Feb 16, 2018	J	300	A	Aug 15, 2018	Feb 16, 2023	Common Stock	300	300	D
Warrants (right to buy)^F2	$5.00	Feb 16, 2018	J	106,980	A	Aug 15, 2018	Feb 16, 2023	Common Stock	106,980	106,980	I
Warrants (right to buy)^F3	$5.00	Feb 16, 2018	J	115,997	A	Aug 15, 2018	Feb 16, 2023	Common Stock	115,997	115,997	I

Explanation of responses

F1The securities were purchased pursuant to an underwritten public offering by the Issuer. The offering closed on February 16, 2018.
F2The 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.
F3The 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.
F4The 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.
F5The 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.
F6Each 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.
F7The 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.