FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sherman Darren 		2. Issuer Name and Ticker or Trading Symbol

Motus GI Holdings, Inc. [ MOTS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O MOTUS GI HOLDINGS, INC., 1301 EAST BROWARD BLVD, 3RD FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/31/2018
(Street)

FT. LAUDERDALE, FL 33301
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 per share   5/31/2018     J (1)    1000000   D   (1) 109792   I   By Orchestra Medical Ventures II, L.P.   (2)
Common Stock, par value $0.0001 per share   5/31/2018     J (3)    2000000   A   (3) 2000000   I   By Orchestra BioMed, Inc.   (4)
Common Stock, par value $0.0001 per share                  9000   D    
Common Stock, par value $0.0001 per share                  1159968   I   By Orchestra MOTUS Co-Investment Partners, LLC   (5)
Common Stock, par value $0.0001 per share                  83352   I   By Orchestra Medical Ventures II Reserve, L.P.   (6)
Common Stock, par value $0.0001 per share                  51498   I   By Accelerated Technologies, Inc.   (7)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  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 David Hochman are the managing members of OMV GP. OMV II exchanged 1,000,000 shares of Common Stock of Motus GI Holdings, Inc. in return for 1,000,000 shares of Series A Preferred Stock of Orchestra BioMed, Inc., a Delaware corporation ("OBIO").
(2)  The securities are directly held by OMV II. OMV GP serves as general partner to OMV II. Reporting Person and Mr. Hochman are the managing members of OMV GP. Reporting Person and Mr. Hochman jointly exercise dispositive and voting power over the shares owned by OMV II. Each of Reporting Person, Mr. Hochman and OMV GP 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. Hochman or OMV GP is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
(3)  The securities are directly held by OBIO. Reporting Person, Mr. Hochman and Geoffrey W. Smith are the directors of OBIO. OBIO exchanged 2,000,000 shares of Series A Preferred Stock of OBIO in return for (a) 1,000,000 shares of Common Stock of Motus GI Holdings, Inc. from OMV II and (b) 1,000,000 shares of Common Stock of Motus GI Holdings, Inc. from Ascent Biomedical Ventures II, L.P.
(4)  The securities are directly held by OBIO. Reporting Person, Mr. Hochman and Mr. Smith are the directors of OBIO. Reporting Person, Mr. Hochman and Mr. Smith jointly exercise dispositive and voting power over the shares owned by OBIO. Each of Reporting Person, Mr. Hochman and Mr. Smith disclaims, for purposes of Section 16, beneficial ownership of such securities, except to the extent of their indirect pecuniary interest therein, and this report shall not be deemed an admission that either Reporting Person, Mr. Hochman or Mr. Smith are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
(5)  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 Mr. Hochman are the managing partners of OMV LLC. Reporting Person and Mr. Hochman jointly exercise dispositive and voting power over the shares owned by OMCP. Each of Reporting Person, Mr. Hochman and OMV LLC 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 LLC is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
(6)  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 Mr. Hochman are the managing members of OMV GP. Reporting Person and Mr. Hochman jointly exercise dispositive and 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.
(7)  The securities are directly held by Accelerated Technologies, Inc. ("ATI"). Reporting Person and Mr. Hochman jointly exercise dispositive and 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sherman Darren
C/O MOTUS GI HOLDINGS, INC.
1301 EAST BROWARD BLVD, 3RD FLOOR
FT. LAUDERDALE, FL 33301 		X



Signatures
/s/ Andrew Taylor, power of attorney 6/4/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Motus GI (NASDAQ:MOTS)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Motus GI Charts.
Motus GI (NASDAQ:MOTS)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Motus GI Charts.