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* Orchestra Medical Ventures II GP, LLC (Last) (First) (Middle) C/O MOTUS GI HOLDINGS, INC. 1301 EAST BROWARD BOULEVARD, 3RD FLOOR (Street) FT. LAUDERDALE FL 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 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner	5. If Amendment, Date of Original Filed (Month/Day/Year) 02/13/2018
			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	0(1)	I	By Orchestra MOTUS Co-Investment Partners, LLC(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(2)	(2)	Common Stock, par value $0.0001 per share	0(2)	$0.00	I	By Orchestra MOTUS Co-Investment Partners, LLC(2)
Warrant (right to buy)	(3)	(3)	Common Stock, par value $0.0001 per share	0(3)	$5	I	By Orchestra MOTUS Co-Investment Partners, LLC(3)

Explanation of Responses:

1. No securities beneficially owned. Reporting Person previously reported beneficial ownership of 1,094,930 securities held by Orchestra MOTUS Co-Investment Partners, LLC ("OMCP"); however, Reporting Person does not beneficially own any securities held by OMCP, and such beneficial ownership as originally reported by Reporting Person was done so due to an administrative error. This amended Form 3 is being filed to correct the administrative error and to reflect that Reporting Person does not have direct or indirect ownership of any securities held by OMCP. After giving effect to the closing of the initial public offering, Reporting Person will no longer be subject to Section 16.

2. No securities beneficially owned. Reporting Person previously reported beneficial ownership of 65,038 shares of Series A Convertible Preferred Stock held by OMCP; however, Reporting Person does not beneficially own any securities held by OMCP and such beneficial ownership as originally reported by Reporting Person was done so due to administrative error. This amended Form 3 is being filed to correct the administrative error and to reflect that Reporting Person does not have direct or indirect ownership of any securities held by OMCP. After giving effect to the closing of the initial public offering, Reporting Person will no longer be subject to Section 16.

3. No securities beneficially owned. Reporting Person previously reported beneficial ownership of 69,136 Warrants held by OMCP; however, Reporting Person does not beneficially own any securities held by OMCP and such beneficial ownership as originally reported by Reporting Person was done so due to administrative error. This amended Form 3 is being filed to correct the administrative error and to reflect that Reporting Person does not have direct or indirect ownership of any securities held by OMCP. After giving effect to the closing of the initial public offering, Reporting Person will no longer be subject to Section 16.

	/s/ Andrew Taylor, power of attorney	02/21/2018
	** 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.