Perceptive Life Sciences Master Fund Form 3 Motus GI / JOSEPH EDELMAN ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

PERCEPTIVE ADVISORS LLC

(Last) (First) (Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/13/2018

3. Issuer Name and Ticker or Trading Symbol
Motus GI Holdings, Inc. [ MOTS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,544,155	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(2)	(2)	Common Stock, par value $0.0001 per share	256,386	(2)	I	See footnote(1)
Warrant (right to buy)	12/22/2016	12/22/2021	Common Stock, par value $0.0001 per share	66,000	5	I	See footnote(1)

1. Name and Address of Reporting Person^*

PERCEPTIVE ADVISORS LLC

(Last) (First) (Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PERCEPTIVE LIFE SCIENCES MASTER FUND LTD

(Last) (First) (Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EDELMAN JOSEPH

(Last) (First) (Middle)

51 ASTOR PLACE, 10TH FLOOR

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

Explanation of Responses:

1. The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, 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. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

2. Each share of Series A Convertible Preferred Stock is immediately convertible, at the option of the holder, into one share of common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer and shall convert into Common Stock upon the occurrence of certain events, including the consummation of the Issuer's initial public offering.

Remarks:

	/s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member	02/13/2018
	/s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member	02/13/2018
	/s/ Joseph Edelman	02/13/2018
	** Signature of Reporting Person	Date
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