SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ABV, LLC

(Last)

(First)

(Middle)

C/O MOTUS GI HOLDINGS, INC.

1301 EAST BROWARD BOULEVARD, 3RD FLOOR

(Street)

FT. LAUDERDALE,

33301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/13/2018

3. Issuer Name and Ticker or Trading Symbol
Motus GI Holdings, Inc. [ MOTS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	1,447,129	I	By Ascent Biomedical Ventures II, L.P.⁽¹⁾
Common Stock, par value $0.0001 per share	585,000	I	By Ascent Biomedical Ventures Synecor, L.P.⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock, par value $0.0001 per share	144,352	$0.00	I	By Ascent Biomedical Ventures II, L.P.⁽¹⁾
Series A Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock, par value $0.0001 per share	26,241	$0.00	I	By Ascent Biomedical Ventures Synecor, L.P.⁽²⁾
Warrant (right to buy)	12/22/2016	12/22/2021	Common Stock, par value $0.0001 per share	156,734	$5	I	By Ascent Biomedical Ventures II, L.P.⁽¹⁾
Warrant (right to buy)	12/22/2016	12/22/2021	Common Stock, par value $0.0001 per share	27,433	$5	I	By Ascent Biomedical Ventures Synecor, L.P.⁽²⁾

Explanation of Responses:

1. The 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.

2. The 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.

3. 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) for a complete description of the conversion rights.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Andrew Taylor, power of attorney	02/13/2018
	** 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 5 (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).
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