0001493152-18-002417.txt : 20180221 0001493152-18-002417.hdr.sgml : 20180221 20180221060517 ACCESSION NUMBER: 0001493152-18-002417 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180216 FILED AS OF DATE: 20180221 DATE AS OF CHANGE: 20180221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sherman Darren CENTRAL INDEX KEY: 0001723524 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38389 FILM NUMBER: 18626970 MAIL ADDRESS: STREET 1: C/O MOTUS GI HOLDINGS, INC. STREET 2: 1301 EAST BROWARD BLVD, 3RD FLOOR CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Motus GI Holdings, Inc. CENTRAL INDEX KEY: 0001686850 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 814042793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1301 EAST BROWARD BOULEVARD STREET 2: 3RD FLOOR CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 786-459-1831 MAIL ADDRESS: STREET 1: 1301 EAST BROWARD BOULEVARD STREET 2: 3RD FLOOR CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 FORMER COMPANY: FORMER CONFORMED NAME: Eight-Ten Merger Corp. DATE OF NAME CHANGE: 20161006 4 1 form4.xml X0306 4 2018-02-16 0 0001686850 Motus GI Holdings, Inc. MOTS 0001723524 Sherman Darren C/O MOTUS GI HOLDINGS, INC. 1301 EAST BROWARD BOULEVARD, 3RD FLOOR FT. LAUDERDALE FL 33301 1 0 1 0 Common Stock, par value $0.0001 per share 2018-02-16 4 P 0 5000 5.00 A 7250 D Common Stock, par value $0.0001 per share 2018-02-16 4 C 0 750 0.00 A 8000 D Common Stock, par value $0.0001 per share 2018-02-16 4 P 0 40000 5.00 A 1010044 I By Orchestra Medical Ventures II, L.P. Common Stock, par value $0.0001 per share 2018-02-16 4 C 0 99748 0.00 A 1109792 I By Orchestra Medical Ventures II, L.P. Common Stock, par value $0.0001 per share 2018-02-16 4 C 0 65038 0.00 A 1159968 I By Orchestra MOTUS Co-Investment Partners, LLC Common Stock, par value $0.0001 per share 83352 I By Orchestra Medical Ventures II Reserve, L.P. Common Stock, par value $0.0001 per share 51498 I By Accelerated Technologies, Inc. Series A Convertible Preferred Stock 0.00 2018-02-16 4 C 0 750 0.00 D Common Stock 750 0 D Series A Convertible Preferred Stock 0.00 2018-02-16 4 C 0 99748 0.00 D Common Stock 99748 0 I By Orchestra Medical Ventures II, L.P. Series A Convertible Preferred Stock 0.00 2018-02-16 4 C 0 65038 0.00 D Common Stock 65038 0 I By Orchestra MOTUS Co-Investment Partners, LLC Warrants (right to buy) 5.00 2018-02-16 4 J 0 300 0.00 A 2018-08-15 2023-02-16 Common Stock 300 300 D Warrants (right to buy) 5.00 2018-02-16 4 J 0 106980 0.00 A 2018-08-15 2023-02-16 Common Stock 106980 106980 I By Orchestra Medical Ventures II, L.P. Warrants (right to buy) 5.00 2018-02-16 4 J 0 115997 0.00 A 2018-08-15 2023-02-16 Common Stock 115997 115997 I By Orchestra MOTUS Co-Investment Partners, LLC The securities were purchased pursuant to an underwritten public offering by the Issuer. The offering closed on February 16, 2018. 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, 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. 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 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. 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 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. The 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. Each 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. The 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. /s/ Andrew Taylor, power of attorney 2018-02-21