ABV, LLC 4
4 · Motus GI Holdings, Inc. · Filed Feb 21, 2018
Insider Transaction Report
Form 4
ABV, LLC
10% Owner
Transactions
- Conversion
Common Stock, par value $0.0001 per share
2018-02-16+144,352→ 1,591,481 total(indirect: By Ascent Biomedical Ventures II, L.P.) - Conversion
Common Stock, par value $0.0001 per share
2018-02-16+26,241→ 611,241 total(indirect: By Ascent Biomedical Ventures Synecor, L.P.) - Other
Warrant (right to buy)
2018-02-16+61,125→ 61,125 total(indirect: By Ascent Biomedical Ventures Synecor, L.P.)Exercise: $5.00From: 2018-08-15Exp: 2023-02-16→ Common Stock (61,125 underlying) - Conversion
Series A Convertible Preferred Stock
2018-02-16−144,352→ 0 total(indirect: By Ascent Biomedical Ventures II, L.P.)Exercise: $0.00→ Common Stock (144,352 underlying) - Conversion
Series A Convertible Preferred Stock
2018-02-16−26,241→ 0 total(indirect: By Ascent Biomedical Ventures Synecor, L.P.)Exercise: $0.00→ Common Stock (26,241 underlying) - Other
Warrant (right to buy)
2018-02-16+159,149→ 159,149 total(indirect: By Ascent Biomedical Ventures II, L.P.)Exercise: $5.00From: 2018-08-15Exp: 2023-02-16→ Common Stock (159,149 underlying)
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.