Sec Form 13G Filing - FEINBERG LARRY N filing for MOTUS GI HLDGS INC PAR $0. (MOTS) - 2020-02-14

 

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

 

SCHEDULE 13G/A

Amendment No 1*

 

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 31, 2019

(Date of Event Which Requires Filing of this Statement)

 

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

 

¨

Rule 13d-1(b)

x

Rule 13d-1(c)

¨

Rule 13d-1(d)

 

* 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).

 

 

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Larry N. Feinberg
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   3,806,666
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   3,806,666

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,806,666
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   13.2% *
12	TYPE OF REPORTING PERSON (See Instructions)   IN

* This percentage is based on a total of 28,796,017 shares of the Issuer’s common stock (the “Shares”) outstanding as of November 6, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on November 14, 2019 (the “Quarterly Report”).

 

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Oracle Partners, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   2,711,402
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   2,711,402

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,711,402
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   9.4% *
12	TYPE OF REPORTING PERSON (See Instructions)   PN

* This percentage is based on a total of 28,796,017 Shares outstanding as reported in the Issuer’s Quarterly Report.

 

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Oracle Institutional Partners, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   379,566
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   379,566

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   379,566
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   1.3% *
12	TYPE OF REPORTING PERSON (See Instructions)   PN

* This percentage is based on a total of 28,796,017 Shares outstanding as reported in the Issuer’s Quarterly Report.

 

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Oracle Ten Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   550,698
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   550,698

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   550,698
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   1.9% *
12	TYPE OF REPORTING PERSON (See Instructions)   PN

* This percentage is based on a total of 28,796,017 Shares outstanding as reported in the Issuer’s Quarterly Report.

 

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Oracle Associates, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   3,641,666
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   3,641,666

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,641,666
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   12.7% *
12	TYPE OF REPORTING PERSON (See Instructions)   OO

* This percentage is based on a total of 28,796,017 Shares outstanding as reported in the Issuer’s Quarterly Report.

 

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Oracle Investment Management, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   3,776,666
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   3,776,666

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,776,666
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   13.1% *
12	TYPE OF REPORTING PERSON (See Instructions)   CO

* This percentage is based on a total of 28,796,017 Shares outstanding as reported in the Issuer’s Quarterly Report.

 

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Oracle Investment Management Inc. Employees Retirement Plan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   135,000
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   135,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   135,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.5% *
12	TYPE OF REPORTING PERSON (See Instructions)   OO

* This percentage is based on a total of 28,796,017 Shares outstanding as reported in the Issuer’s Quarterly Report.

 

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   The Feinberg Family Foundation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   30,000
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   30,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   30,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0.1% *
12	TYPE OF REPORTING PERSON (See Instructions)   OO

* This percentage is based on a total of 28,796,017 Shares outstanding as reported in the Issuer’s Quarterly Report.

 

 

This Amendment No. 1 to Schedule 13G (this “Amendment No. 1”) 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 so amended, the “Schedule 13G”), in accordance with the annual amendment requirements. This Amendment No. 1 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 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.

 

Item 1(a).

Name of Issuer:

 

Motus GI Holdings, Inc., a Delaware corporation (the “Issuer”).

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

1301 East Broward Boulevard, 3rd Floor, Ft. Lauderdale, FL 33301.

 

Item 2(a).

Name of Filing Person:

 

This statement is filed by:

 

(i)

Oracle Partners, LP, a Delaware limited partnership (“Partners”), with respect to the shares of the Issuer’s common stock, par value $0.0001 per share (“Shares”), directly owned by it;

 

(ii)

Oracle Institutional Partners, LP, a Delaware limited partnership (“Institutional Partners”). with respect to the Shares directly owned by it;

 

(iii)

Oracle Ten Fund, LP, a Delaware limited partnership (“Ten Fund” and, together with Partners and Institutional Partners, the “Oracle Partnerships”), with respect to the Shares directly owned by it;

 

(iv)

Oracle Investment Management, Inc. Employees’ Retirement Plan, an employee benefit plan organized in Connecticut (the “Retirement Plan”), with respect to the Shares directly owned by it;

 

(v)

The Feinberg Family Foundation, a foundation organized in Connecticut (the “Foundation”), with respect to the Shares directly owned by it;

 

(vi)

Oracle Associates, LLC, a Delaware limited liability company (“Oracle Associates”), which serves as the general partner of the Oracle Partnerships, and may be deemed to indirectly own, by virtue of the foregoing relationship, the Shares directly owned by the Oracle Partnerships;

 

(vii)

Oracle Investment Management, Inc., a Delaware corporation (the “Investment Manager”), which serves as the investment manager of the Oracle Partnerships and the plan administrator to the Retirement Plan, and may be deemed to indirectly own the Shares directly owned by the Oracle Partnerships and the Retirement Plan; and

 

(viii)

Mr. Larry N. Feinberg (“Mr. Feinberg”), who serves as the managing member of Oracle Associates and as the sole shareholder, director and president of the Investment Manager, and the trustee of the Foundation and may be deemed to indirectly own, by virtue of the foregoing relationships, the Shares directly owned by the Oracle Partnerships, the Retirement Plan and the Foundation.

 

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

 

The address of the principal business office of the Reporting Persons is 262 Harbor Drive, 3rd Floor, Stamford, Connecticut 06902.

 

Item 2(c).

Citizenship:

 

Mr. Feinberg is a citizen of the United States of America. See Item 2(a) for the place of organization of the other Reporting Persons.

 

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, par value $0.0001

 

Item 2(e).

CUSIP Number:

 

62014P108

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)

¨ Broker or dealer registered under Section 15 of the Act.

 

(b)

¨ Bank as defined in section 3(a)(6) of the Act.

 

(c)

¨ Insurance company as defined in section 3(a)(19) of the Act.

 

(d)

¨ Investment company registered under section 8 of the Investment Company Act of 1940.

 

(e)

¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

 

(f)

¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

 

(g)

¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

 

(h)

¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

(i)

¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.

 

(j)

¨ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___

 

Item 4.

Ownership:

 

A. Larry N. Feinberg

 

(a)  Amount beneficially owned: 3,806,666

(b)  Percent of class: 13.2%

(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: 3,806,666

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

(iv) Shared power to dispose or direct the disposition: 3,806,666

 

 

B. Oracle Partners, LP

(a)  Amount beneficially owned: 2,711,402

(b)  Percent of class: 9.4%

(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: 2,711,402

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

(iv) Shared power to dispose or direct the disposition: 2,711,402

 

C. Oracle Institutional Partners, LP

(a)  Amount beneficially owned: 379,566

(b)  Percent of class: 1.3%

(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: 379,566

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

(iv) Shared power to dispose or direct the disposition: 379,566

 

D. Oracle Ten Fund, LP

(a)  Amount beneficially owned: 550,698

(b)  Percent of class: 1.9%

(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: 550,698

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

(iv) Shared power to dispose or direct the disposition: 550,698

 

E. Oracle Associates, LLC

(a)  Amount beneficially owned: 3,641,666

(b)  Percent of class: 12.7%

(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: 3,641,666

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

(iv) Shared power to dispose or direct the disposition: 3,641,666

 

F. Oracle Investment Management, Inc.

(a)  Amount beneficially owned: 3,776,666

(b)  Percent of class: 13.1%

(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: 3,776,666

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

(iv) Shared power to dispose or direct the disposition: 3,776,666

 

G. Retirement Plan

(a) Amount beneficially owned: 135,000

(b) Percent of class: 0.5%

(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: 135,000

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

(iv) Shared power to dispose or direct the disposition: 135,000

 

H. Foundation

(a) Amount beneficially owned: 30,000

(b) Percent of class: 0.1%

(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: 30,000

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

(iv) Shared power to dispose or direct the disposition: 30,000

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group:

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group:

 

Not applicable.

 

Item 10.

Certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

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: February 14, 2020

 

	/s/ Larry N. Feinberg
	Larry N. Feinberg, Individually
	ORACLE PARTNERS, LP
	By: ORACLE ASSOCIATES, LLC, its general partner
	By:	/s/ Larry N. Feinberg
	Larry N. Feinberg, Managing Member
	ORACLE TEN FUND, LP
	By: ORACLE ASSOCIATES, LLC, its general partner
	By:	/s/ Larry N. Feinberg
	Larry N. Feinberg, Managing Member
	ORACLE INSTITUTIONAL PARTNERS, LP
	By: ORACLE ASSOCIATES, LLC, its general partner
	By:	/s/ Larry N. Feinberg
	Larry N. Feinberg, Managing Member
	ORACLE ASSOCIATES, LLC
	By:	/s/ Larry N. Feinberg
	Larry N. Feinberg, Managing Member
	ORACLE INVESTMENT MANAGEMENT, INC.
	By:	/s/ Larry N. Feinberg
	Larry N. Feinberg, President
	ORACLE INVESTMENT MANAGEMENT, INC.
	EMPLOYEES’ RETIREMENT PLAN
	By:	/s/ Larry N. Feinberg
	Larry N. Feinberg, Trustee
	THE FEINBERG FAMILY FOUNDA TION
	By:	/s/ Larry N. Feinberg
	Larry N. Feinberg, Trustee

 

 

Exhibit Index 

 

99.1

Joint Filing Agreement, dated February 14, 2020, by and among, Larry N. Feinberg, Oracle Partners, LP, Oracle Institutional Partners, LP, Oracle Ten Fund, LP, Oracle Associates, LLC, Oracle Investment Management, Inc., Oracle Investment Management, Inc. Employees’ Retirement Plan and The Feinberg Family Foundation