SEC Form SC 13G/A filed by Motus GI Holdings, Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Amendment No 3* (Exit Filing)

Under the Securities Exchange Act of 1934

MOTUS GI HOLDINGS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

62014P108

(CUSIP Number)

December 22, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* This percentage is based on a total of 48,277,438 shares of the Issuer’s common stock (the “Shares”) outstanding as of November 4, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on November 12, 2021 (the “Quarterly Report”).

* This percentage is based on a total of 48,277,438 Shares outstanding as of November 4, 2021, as reported in the Quarterly Report.

* This percentage is based on a total of 48,277,438 Shares outstanding as of November 4, 2021, as reported in the Quarterly Report.

* This percentage is based on a total of 48,277,438 Shares outstanding as of November 4, 2021, as reported in the Quarterly Report.

* This percentage is based on a total of 48,277,438 Shares outstanding as of November 4, 2021, as reported in the Quarterly Report.

* This percentage is based on a total of 48,277,438 Shares outstanding as of November 4, 2021, as reported in the Quarterly Report.

* This percentage is based on a total of 48,277,438 Shares outstanding as of November 4, 2021, as reported in the Quarterly Report.

* This percentage is based on a total of 48,277,438 Shares outstanding as of November 4, 2021, as reported in the Quarterly Report.

This Amendment No. 3 to Schedule 13G (this “Amendment No. 3”) is being filed with respect to the Common Stock, par value $0.0001 (“Common Stock”) of Motus GI Holdings, Inc., a Delaware corporation (the “Issuer”), to amend the Schedule 13G filed on December 26, 2018, as previously amended by Amendment No. 1, filed on February 14, 2020 and by Amendment No. 2, filed on February 16, 2021 (as so amended, the “Schedule 13G”), in accordance with the annual amendment requirements. This Amendment No. 3 is being filed on behalf of Oracle Partners, LP, a Delaware limited partnership (“Oracle Partners”), Oracle Ten Fund, LP, a Delaware limited partnership (“Oracle Ten Fund”), Oracle Institutional Partners, LP, a Delaware limited partnership (“Institutional Partners” and, collectively with Oracle Partners and Oracle Ten Fund, the “Oracle Partnerships”), Oracle Investment Management, Inc. Employees’ Retirement Plan, an employee benefit plan organized in Connecticut (the “Retirement Plan”), Oracle Associates, LLC, a Delaware limited liability company and the general partner of the Oracle Partnerships (“Oracle Associates”), Oracle Investment Management, Inc., a Delaware corporation and the investment manager to the Oracle Partnerships and plan administrators to the Retirement Plan (the “Investment Manager”), The Feinberg Family Foundation, a foundation organized in Connecticut (the “Foundation”), and Larry N. Feinberg, the managing member of Oracle Associates, the sole shareholder, director and president of the Investment Manager and the trustee of the Retirement Plan and the Foundation (each of the foregoing, a “Reporting Person” and collectively, the “Reporting Persons”). Capitalized terms used but not defined herein have the meaning ascribed thereto in the Schedule 13G. This Amendment constitutes an exit filing of the Reporting Persons. This Schedule 13G includes all transactions by the Reporting Persons involving shares of the Common Stock through December 27, 2021.

A. Larry N. Feinberg

(a)  Amount beneficially owned: 105,885

(b)  Percent of class: 0.22%

(c)  Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 105,885

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 105,885

B. Oracle Investment Management, Inc.

(a)  Amount beneficially owned: 105,885

(b)  Percent of class: 0.22%

(c)  Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 105,885

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 105,885

C. Retirement Plan

(a) Amount beneficially owned: 105,885

(b) Percent of class: 0.22%

(c) Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 105,885

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 105,885

D. Oracle Partners, LP

(a)  Amount beneficially owned: 0

(b)  Percent of class: 0%

(c)  Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 0

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 0

E. Oracle Institutional Partners, LP

(a)  Amount beneficially owned: 0

(b)  Percent of class: 0%

(c)  Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 0

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 0

F. Oracle Ten Fund, LP

(a)  Amount beneficially owned: 0

(b)  Percent of class: 0%

(c)  Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 0

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 0

G. Oracle Associates, LLC

(a)  Amount beneficially owned: 0

(b)  Percent of class: 0%

(c)  Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 0

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 0

H. Foundation

(a)  Amount beneficially owned: 0

(b)  Percent of class: 0%

(c)  Number of shares as to which such person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 0

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 0

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 29, 2021