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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Sherman Darren

(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)

X	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	2,250	D
Common Stock, par value $0.0001 per share	1,094,930	I	By Orchestra MOTUS Co-Investment Partners, LLC⁽¹⁾
Common Stock, par value $0.0001 per share	970,044	I	By Orchestra Medical Ventures II, L.P.⁽²⁾
Common Stock, par value $0.0001 per share	83,352	I	By Orchestra Medical Ventures II Reserve, L.P.⁽³⁾
Common Stock, par value $0.0001 per share	51,498	I	By Accelerated Technologies, Inc.⁽⁴⁾

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)
Stock Option (right to buy)	⁽⁵⁾	05/03/2027	Common Stock, par value $0.0001 per share	100,000	$4.5	D
Series A Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.0001 per share	750	$0.00	D
Series A Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.0001 per share	65,038	$0.00	I	By Orchestra MOTUS Co-Investment Partners, LLC⁽¹⁾
Series A Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.0001 per share	99,748	$0.00	I	By Orchestra Medical Ventures II, L.P.⁽²⁾
Warrant (right to buy)	12/22/2016	12/22/2021	Common Stock, par value $0.0001 per share	69,136	$5	I	By Orchestra MOTUS Co-Investment Partners, LLC⁽¹⁾
Warrant (right to buy)	12/22/2016	12/22/2021	Common Stock, par value $0.0001 per share	108,838	$5	I	By Orchestra Medical Ventures II, L.P.⁽²⁾

Explanation of Responses:

1. The securities are directly held by Orchestra MOTUS Co-Investment Partners, LLC ("OMCP"). Orchestra Medical Ventures II GP, LLC ("OMV GP") serves as general partner to OMCP. 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 OMCP. 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.

2. The securities are directly held by Orchestra Medical Ventures II, L.P. ("OMV II"). OMV GP serves as general partner to OMV II. 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 II. 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.

3. 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.

4. 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.

5. The option becomes exercisable as to 50% of the shares on May 4, 2018, and the remaining shares become exercisable on May 4, 2019.

6. 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).
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 Number.