Sec Form 3 Filing - Pomeranz Mark @ Motus GI Holdings, Inc. - 2018-02-13

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Pomeranz Mark
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
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O MOTUS GI HOLDINGS, INC., 1301 EAST BROWARD BOULEVARD, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/13/2018
(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 141 D
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) $ 4.5 ( 1 ) 05/03/2027 Common Stock, par value $0.0001 per share 511,113 D
Stock Option (right to buy) $ 2.38 ( 2 ) 03/26/2024 Common Stock, par value $0.0001 per share 67,238 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pomeranz Mark
C/O MOTUS GI HOLDINGS, INC.
1301 EAST BROWARD BOULEVARD, 3RD FLOOR
FT.LAUDERDALE, FL33301
X Chief Executive Officer
Signatures
/s/ Andrew Taylor, power of attorney 02/13/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The option became exercisable as to 53% of the shares on May 4, 2017. An additional 40% of the shares becomes exercisable in 12 equal quarterly installments commencing on May 4, 2017. The remaining 7% of the shares becomes exercisable on December 22, 2019.
( 2 )The option became exercisable as to 48% of the shares on December 31, 2016, and the remaining 52% of the shares becomes exercisable on November 8, 2018.

Remarks:
Exhibit ListExhibit 24 - Power of Attorney

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