SEC FORM 4

SEC FORM 4 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

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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^*

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. 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)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share	02/17/2021		A		30,000⁽¹⁾	A	$0	81,890	D
Common Stock, par value $0.0001 per share	02/17/2021		A		22,191⁽²⁾	A	$0	104,081	D
Common Stock, par value $0.0001 per share								2,051,498	I	By Orchestra BioMed, Inc.⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$1.78	02/17/2021		A		30,000		⁽⁴⁾	02/17/2031	Common Stock, par value $0.0001 per share	30,000	$0	30,000	D

Explanation of Responses:

1. On February 17, 2021, Reporting Person was granted 30,000 Common Stock restricted stock units. The restricted stock units vest as to 100% of the shares on February 17, 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. On February 17, 2021, Reporting Person was granted 22,191 shares of Common Stock as compensation in lieu of cash for Reporting Persons service as a director for calendar year 2021, pursuant to the Company's non-employee director compensation policy. The grant was made in accordance with the terms of the Issuer's 2016 Equity Incentive Plan (the "2016 Plan").

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. The option award was made in accordance with the terms of the 2016 Plan. The option becomes exercisable as to 100% of the shares on February 17, 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.

	/s/ Andrew Taylor, power of attorney	02/19/2021
	** 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.

SEC Form 4: Darren Sherman was granted 52,191 units of Common Stock, increasing ownership by 101% to 104,081 units