*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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1.
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Names of reporting persons.
Orchestra MOTUS Co-Investment Partners, LLC
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
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Source of funds (see instructions)
OO
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5.
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or place of organization
Delaware
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Number of
shares beneficially owned by each reporting person with |
7.
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Sole voting power
0
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8.
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Shared voting power
0
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
0
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11.
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Aggregate amount beneficially owned by each reporting person
0
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12.
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Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
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13.
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Percent of class represented by amount in Row (11)
0.0%
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14.
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Type of reporting person (see instructions)
OO
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1.
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Names of reporting persons.
David P. Hochman
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
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Source of funds (see instructions)
OO
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5.
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or place of organization
United States
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Number of
shares beneficially owned by each reporting person with |
7.
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Sole voting power
214,211 (1)
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8.
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Shared voting power
130,357 (2)
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9.
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Sole dispositive power
214,211 (1)
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10.
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Shared dispositive power
130,357 (2)
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11.
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Aggregate amount beneficially owned by each reporting person
344,568 (1) (2)
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12.
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Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
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13.
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Percent of class represented by amount in Row (11)
1.2%
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14.
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Type of reporting person (see instructions)
IN
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(1) |
Includes (a) 18,307 shares of common stock, par value $0.0001 per share (the “Common Stock”), owned directly, (b) warrants to purchase 904 shares of Common Stock owned directly, and (c) options to purchase 195,000 shares of Common
Stock that had vested or will vest within 60 days of February 26, 2020. Excludes stock options and restricted stock units that vest more than 60 days from the date hereof.
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(2) |
Includes (a) 110,000 shares of Common Stock owned by DPH 2008 Trust, (b) 16,572 shares of Common Stock owned by NSH 2008 Family Trust, for which Mr. Hochman is a co-trustee and beneficiary, and (c) warrants to purchase 3,785 shares of
Common Stock held by NSH 2008 Family Trust.
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1.
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Names of reporting persons.
Darren R. Sherman
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2.
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Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
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Source of funds (see instructions)
OO
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5.
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or place of organization
United States
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Number of
shares beneficially owned by each reporting person with |
7.
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Sole voting power
121,800 (1)
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8.
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Shared voting power
0
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9.
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Sole dispositive power
121,800 (1)
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10.
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Shared dispositive power
0
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11.
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Aggregate amount beneficially owned by each reporting person
121,800 (1)
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12.
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Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
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13.
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Percent of class represented by amount in Row (11)
0.4%
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14.
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Type of reporting person (see instructions)
IN
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(1) |
Includes (a) 9,000 shares of Common Stock, (b) warrants to purchase 300 shares of Common Stock owned directly, and (c) options to purchase 112,500 shares of Common Stock that had vested or will vest within 60 days of February 26, 2020,
held directly. Excludes stock options and restricted stock units that vest more than 60 days from the date hereof.
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(a) |
This Schedule 13D is filed by:
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● |
Orchestra MOTUS Co-Investment Partners, LLC, a Delaware limited liability company (“OMCP”);
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● |
David P. Hochman, a director of the Issuer (“Hochman”); and
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● |
Darren R. Sherman, a director of the Issuer (“Sherman”).
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Name
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Nature of
Transaction |
Date
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Number of
Shares |
Weighted
Average Price Per Share |
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Hochman & Sherman
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Private Disposition(1)
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12/31/19
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51,498
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$3.39
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Hochman
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Acquisition from the Issuer(2)
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2/6/20
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20,000
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$0.00
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Sherman
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Acquisition from the Issuer(2)
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2/6/20
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12,500
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$0.00
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Hochman
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Acquisition from the Issuer(3)
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2/6/20
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20,000
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$0.00
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Sherman
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Acquisition from the Issuer(3)
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2/6/20
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12,500
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$0.00
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ORCHESTRA MOTUS CO-INVESTMENT PARTNERS, LLC
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By:
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Orchestra Medical Ventures, LLC, its Managing Member |
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By:
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/s/ David P. Hochman
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By:
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/s/ Darren R. Sherman
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David P. Hochman
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Darren R. Sherman
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Authorized Signatory
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Authorized Signatory
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DAVID P. HOCHMAN
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DARREN R. SHERMAN
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By:
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/s/ David P. Hochman
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By:
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/s/ Darren R. Sherman
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David P. Hochman
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Darren R. Sherman
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