SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Hochman David P (Last) (First) (Middle) C/O MOTUS GI HOLDINGS, INC. 1301 EAST BROWARD BOULEVARD, 3RD FLOOR (Street) FT. LAUDERDALE FL 33301 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 02/06/2020
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	02/06/2020		A		20,000(1)	A	$0	38,307(2)	D
Common Stock, par value $0.0001 per share								2,000,000	I	By Orchestra BioMed, Inc.(3)
Common Stock, par value $0.0001 per share								51,498	I	By Accelerated Technologies, Inc.(4)
Common Stock, par value $0.0001 per share								110,000	I	By DPH 2008 Trust
Common Stock, par value $0.0001 per share								16,572(5)	I	By NSH 2008 Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Stock Option (right to buy)	$2.16	02/06/2020		A		20,000		(6)	02/06/2030	Common Stock, par value $0.0001 per share	20,000	$0	20,000	D
Warrants (right to buy)	$5	12/31/2019		J(7)		305		12/22/2016	12/22/2021	Common Stock, par value $0.0001 per share	305	$0	305	D
Warrants (right to buy)	$5	12/31/2019		J(8)		299		08/15/2018	02/16/2023	Common Stock, par value $0.0001 per share	299	$0	599	D
Warrants (right to buy)	$5	12/31/2019		J(9)		1,766		12/22/2016	12/22/2021	Common Stock, par value $0.0001 per share	1,766	$0	1,766	I	By NSH 2008 Family Trust
Warrants (right to buy)	$5	12/31/2019		J(10)		2,019		08/15/2018	02/16/2023	Common Stock, par value $0.0001 per share	2,019	$0	2,019	I	By NSH 2008 Family Trust

Explanation of Responses:

1. On February 6, 2020, Reporting Person was granted 20,000 Common Stock restricted stock units. The restricted stock units vest as to 50% of the shares on February 6, 2021, and the remaining restricted stock unit shares vest on February 6, 2022. Each restricted stock unit represents a contingent right to receive one share of Common Stock. The restricted stock units award was made in accordance with the terms of the Issuer's 2016 Equity Incentive Plan (the "2016 Plan").

2. Includes 307 shares received from Orchestra Medical Ventures II, L.P. ("OMV II"), pursuant to OMV II's distribution of all of its securities of Issuer on a pro rata basis to its members, for no consideration, on 12/31/2019. In prior reports, Reporting Person reported indirect beneficial ownership of 109,792 shares of Issuer Common Stock held by OMV II. In prior reports, Reporting Person also reported indirect beneficial ownership of 83,352 shares of Issuer Common Stock held by Orchestra Medical Ventures II Reserve, L.P. ("OMV Reserve"). OMV Reserve distributed all of its securities of Issuer on a pro rata basis to its members, for no consideration, on 12/31/2019 and Reporting Person retained no direct or indirect beneficial ownership of any shares of Issuer Common Stock pursuant to such pro rata distributions.

3. Reporting Person is a member of the board of directors of Orchestra BioMed, Inc., a Delaware corporation ("OBIO"). Reporting Person jointly exercises dispositive and voting power over the shares owned by OBIO. Reporting Person 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 Reporting Person is the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

4. Reporting Person jointly exercises dispositive and voting power over the shares owned by Accelerated Technologies, Inc. ("ATI"). Reporting Person 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 Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

5. Includes 298 shares received from OMV II, pursuant to OMV II's distribution of all of its securities of Issuer on a pro rata basis to its members, for no consideration, on 12/31/2019. In prior reports, Reporting Person reported indirect beneficial ownership of 109,792 shares of Issuer Common Stock held by OMV II. Includes 16,274 shares received from Orchestra MOTUS Co-Investment Partners, LLC ("OMCP"), pursuant to OMCP's distribution of all of its securities of Issuer on a pro rata basis to its members, for no consideration, on 12/31/2019. In prior reports, Reporting Person reported indirect beneficial ownership of 1,159,968 shares of Issuer Common Stock held by OMCP. Reporting Person is a co-trustee and beneficiary of the NSH 2008 Family Trust.

6. The option award was made in accordance with the terms of the 2016 Plan. The option becomes exercisable as to 50% of the shares on February 6, 2021, and the remaining shares will become exercisable on February 6, 2022. The exercise price is based on the closing price for the shares of the Common Stock on the date of grant in accordance with the terms of the 2016 Plan.

7. The securities were acquired from OMV II, pursuant to OMV II's distribution of all of its securities of Issuer on a pro rata basis to its members, for no consideration, on 12/31/2019. In prior reports, Reporting Person reported indirect beneficial ownership of a warrant to purchase 108,838 shares of Issuer Common Stock held by OMV II.

8. The securities were acquired from OMV II, pursuant to OMV II's distribution of all of its securities of Issuer on a pro rata basis to its members, for no consideration, on 12/31/2019. In prior reports, Reporting Person reported indirect beneficial ownership of a warrant to purchase 106,980 shares of Issuer Common Stock held by OMV II.

9. Reporting Person is a co-trustee and beneficiary of the NSH 2008 Family Trust. The securities were acquired from OMV II and OMCP, pursuant to OMV II and OMCP distributions of all of their securities of Issuer on a pro rata basis to their members, for no consideration, on 12/31/2019. In prior reports, Reporting Person reported indirect beneficial ownership of a warrant to purchase 108,838 shares of Issuer Common Stock held by OMV II and a warrant to purchase 69,139 shares of Issuer Common Stock held by OMCP.

10. Reporting Person is a co-trustee and beneficiary of the NSH 2008 Family Trust. The securities were acquired from OMV II and OMCP, pursuant to OMV II and OMCP distributions of all of their securities of Issuer on a pro rata basis to their members, for no consideration, on 12/31/2019. In prior reports, Reporting Person reported indirect beneficial ownership of a warrant to purchase 106,980 shares of Issuer Common Stock held by OMV II and a warrant to purchase 115,997 shares of Issuer Common Stock held by OMCP.

	/s/ Andrew Taylor, power of attorney	02/07/2020
	** 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 Number.