Sec Form 3/A Filing - Orchestra Medical Ventures II GP, LLC @ Motus GI Holdings, Inc. - 2018-02-13

FORM 3/A 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Orchestra Medical Ventures II GP, LLC 2. Issuer Name and Ticker or Trading Symbol Motus GI Holdings, Inc. [ MOTS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (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) 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 (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 0 ( 1 ) I By Orchestra MOTUS Co-Investment Partners, LLC ( 1 )

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 Series A Convertible Preferred Stock $ 0 ( 2 ) ( 2 ) Common Stock, par value $0.0001 per share 0 ( 2 ) I By Orchestra MOTUS Co-Investment Partners, LLC ( 2 ) Warrant (right to buy) $ 5 ( 3 ) ( 3 ) Common Stock, par value $0.0001 per share 0 ( 3 ) I By Orchestra MOTUS Co-Investment Partners, LLC ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Orchestra Medical Ventures II GP, LLC C/O MOTUS GI HOLDINGS, INC. 1301 EAST BROWARD BOULEVARD, 3RD FLOOR FT. LAUDERDALE, FL33301 Former 10% Owner Signatures /s/ Andrew Taylor, power of attorney 02/21/2018 Signature of Reporting Person Date

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.

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.