SEC Form 4 · accession 0001493152-18-002420
Motus GI Holdings, Inc. · MOTS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
ABV, LLC
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 shareF1 | Feb 16, 2018 | C | 144,352 | $0.00 | A | 1,591,481 | I | By Ascent Biomedical Ventures II, L.P. |
| Common Stock, par value $0.0001 per shareF2 | Feb 16, 2018 | C | 26,241 | $0.00 | A | 611,241 | I | By Ascent Biomedical Ventures Synecor, L.P. |
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,F3 | $0.00 | Feb 16, 2018 | C | 144,352 | D | — | — | Common Stock | 144,352 | 0 | I |
| Series A Convertible Preferred StockF2,F3 | $0.00 | Feb 16, 2018 | C | 26,241 | D | — | — | Common Stock | 26,241 | 0 | I |
| Warrant (right to buy)F1 | $5.00 | Feb 16, 2018 | J | 159,149 | A | Aug 15, 2018 | Feb 16, 2023 | Common Stock | 159,149 | 159,149 | I |
| Warrant (right to buy)F2 | $5.00 | Feb 16, 2018 | J | 61,125 | A | Aug 15, 2018 | Feb 16, 2023 | Common Stock | 61,125 | 61,125 | I |
Explanation of responses
- F1The securities are directly held by Ascent Biomedical Ventures II, L.P ("ABV II"). Reporting Person serves as general partner to ABV II. Geoffrey W. Smith and Steve Hochberg are the managing members of Reporting Person. Mr. Smith and Mr. Hochberg jointly exercise sole dispositive and sole voting power over the shares owned by ABV II. Each of Mr. Smith, Mr. Hochberg and Reporting Person 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 Mr. Smith, Mr. Hochberg or Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
- F2The securities are directly held by Ascent Biomedical Ventures Synecor, L.P ("ABV Synecor"). Reporting Person serves as general partner to ABV Synecor. Geoffrey W. Smith and Steve Hochberg are the managing members of Reporting Person. Mr. Smith and Mr. Hochberg jointly exercise sole dispositive and sole voting power over the shares owned by ABV Synecor. Each of Mr. Smith, Mr. Hochberg and Reporting Person 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 Mr. Smith, Mr. Hochberg or Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
- F3Each 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.
- F4The 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.