|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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 |
|
| ||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: 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 | ||||||||
Series A Convertible Preferred Stock | $ 0 | 02/16/2018 | C | 144,352 | (3) | (3) | Common Stock | 144,352 | $ 0 | 0 | I | By Ascent Biomedical Ventures II, L.P. (1) | |||
Series A Convertible Preferred Stock | $ 0 | 02/16/2018 | C | 26,241 | (3) | (3) | Common Stock | 26,241 | $ 0 | 0 | I | By Ascent Biomedical Ventures Synecor, L.P. (2) | |||
Warrant (right to buy) | $ 5 | 02/16/2018 | J(4) | 159,149 | 08/15/2018 | 02/16/2023 | Common Stock | 159,149 | $ 0 | 159,149 | I | By Ascent Biomedical Ventures II, L.P. (1) | |||
Warrant (right to buy) | $ 5 | 02/16/2018 | J(4) | 61,125 | 08/15/2018 | 02/16/2023 | Common Stock | 61,125 | $ 0 | 61,125 | I | By Ascent Biomedical Ventures Synecor, L.P. (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ABV, LLC C/O MOTUS GI HOLDINGS, INC. 1301 EAST BROWARD BOULEVARD, 3RD FLOOR FT. LAUDERDALE,, FL 33301 |
X |
/s/ Andrew Taylor | 02/21/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The securities are directly held by Ascent Biomedical Ventures II, L.P ("ABV II"). Reporting Person serves as general partner to ABV II. Geoffrey W. Smith and Steve Hochberg are the managing members of Reporting Person. Mr. Smith and Mr. Hochberg jointly exercise sole dispositive and sole voting power over the shares owned by ABV II. Each of Mr. Smith, Mr. Hochberg and Reporting Person 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 Mr. Smith, Mr. Hochberg or Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
(2) | The securities are directly held by Ascent Biomedical Ventures Synecor, L.P ("ABV Synecor"). Reporting Person serves as general partner to ABV Synecor. Geoffrey W. Smith and Steve Hochberg are the managing members of Reporting Person. Mr. Smith and Mr. Hochberg jointly exercise sole dispositive and sole voting power over the shares owned by ABV Synecor. Each of Mr. Smith, Mr. Hochberg and Reporting Person 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 Mr. Smith, Mr. Hochberg or Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
(3) | 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) (the "Registration Statement") for a complete description of the conversion rights. |
(4) | The securities were acquired as consideration for entering into one or more agreements in connection with Company's initial public offering. Please see the Registration Statement for a complete description of the warrant terms and such agreements. |