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
                                                                                  
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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 *

Hochman David P
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)      __ X __ Other (specify below)
Chairman of the Board
(Last)          (First)          (Middle)

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

11/16/2018
(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   11/16/2018     P    15000   A $3.49   (1) 18000   D    
Common Stock, par value $0.0001 per share                  109792   I   By Orchestra Medical Ventures II, L.P.   (2)
Common Stock, par value $0.0001 per share                  2000000   I   By Orchestra BioMed, Inc.   (3)
Common Stock, par value $0.0001 per share                  1159968   I   By Orchestra MOTUS Co-Investment Partners, LLC   (4)
Common Stock, par value $0.0001 per share                  83352   I   By Orchestra Medical Ventures II Reserve, L.P.   (5)
Common Stock, par value $0.0001 per share                  51498   I   By Accelerated Technologies, Inc.   (6)
Common Stock, par value $0.0001 per share                  80000   I   By DPH 2008 Trust  

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 price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.40 to $3.60, inclusive. Reporting Person undertakes to provide to Motus GI Holdings, Inc., any security holder of Motus GI Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
(2)  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 and Mr. Sherman jointly exercise dispositive and voting power over the shares owned by OMV II. Each of Reporting Person, Mr. Sherman 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. Sherman 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 Orchestra BioMed, Inc., a Delaware corporation ("OBIO"). Reporting Person, Mr. Sherman and Geoffrey W. Smith are the directors of OBIO. Reporting Person, Mr. Sherman and Mr. Smith jointly exercise dispositive and voting power over the shares owned by OBIO. Each of Reporting Person, Mr. Sherman and Mr. Smith disclaim, 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. Sherman or Mr. Smith are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
(4)  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. Sherman are the managing partners of OMV LLC. Reporting Person and Mr. Sherman jointly exercise dispositive and voting power over the shares owned by OMCP. Each of Reporting Person, Mr. Sherman 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. Sherman or OMV LLC is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
(5)  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. Sherman are the managing members of OMV GP. Reporting Person and Mr. Sherman jointly exercise dispositive and voting power over the shares owned by OMV Reserve. 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.
(6)  The securities are directly held by Accelerated Technologies, Inc. ("ATI"). Reporting Person and Mr. Sherman jointly exercise dispositive and voting power over the shares owned by ATI. Each of Reporting Person and Mr. Sherman 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. Sherman 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
Hochman David P
C/O MOTUS GI HOLDINGS, INC.
1301 EAST BROWARD BOULEVARD, 3RD FLOOR
FT. LAUDERDALE, FL 33301
X

Chairman of the Board

Signatures
/s/ Andrew Taylor, power of attorney 11/20/2018
** 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.
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