Sec Form 4 Filing - Hochman David P @ Motus GI Holdings, Inc. - 2020-02-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hochman David P 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 (Last) (First) (Middle) C/O MOTUS GI HOLDINGS, INC., 1301 EAST BROWARD BOULEVARD, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/06/2020 (Street) FT. LAUDERDALE, FL33301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hochman David P C/O MOTUS GI HOLDINGS, INC. 1301 EAST BROWARD BOULEVARD, 3RD FLOOR FT. LAUDERDALE, FL33301 X Chairman of the Board Signatures /s/ Andrew Taylor, power of attorney 02/07/2020 Signature of Reporting Person Date

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 repor ted 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.

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