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CUSIP No. 001754100
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13D
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Page 2 of 5 Pages
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1
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Joseph T. Lukens
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS* OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
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7
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SOLE VOTING POWER
7,178,528 (1)
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BENEFICIALLY
OWNED BY
PERSON WITH
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
7,178,528 (1)
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10
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SHARED DISPOSITIVE POWER 0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,178,528 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25% (2)
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14
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TYPE OF REPORTING PERSON*
IN
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(1) As of the date of the event which
requires filing of this Schedule 13D, the Reporting Person beneficially owns 7,178,528 shares of common stock, which includes (i)
2,823,555 shares of common stock held directly by the Reporting Person; (ii) 154,871 shares of common stock held by The Joe &
Kim Lukens Foundation; (iii) 2,697,147 shares of common stock held by the US Trust Company of Delaware Administrative Trustee of
the Joe & Kim Lukens Dynasty Trust; (iv) 25,000 shares of common stock held by the Joseph T Lukens, Jr. and Gerald Budde, Co-Trustee
of the Joseph T. Lukens, Jr. Irrevocable Trust for Nathan J. Lukens U/T/A Dated 2/23/2016; (v) 25,000 shares of common stock held
by the Joseph T Lukens, Jr. and Gerald Budde, Co-Trustee of the Joseph T. Lukens, Jr. Irrevocable Trust for Roman E. Lukens U/T/A
Dated 2/23/2016; (vi) 570,000 shares of common stock held by Our Lady of America Ministries Inc., an Ohio 501(c)(3) charity; (vii)
a common stock purchase warrant to acquire 571,429 shares of common stock at $5.28 per share; and (viii) a 6% Convertible Debenture
convertible into 311,526 shares of common stock at $6.42 per share.
(2) Percentage of class
calculated based on an aggregate of 27,744,864 shares issued and outstanding as of January 11, 2017.
Page
3 of 5 Pages
Item
1. Security and Issuer.
This
Schedule 13D relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of Workhorse Group Inc.,
a Nevada Corporation (the “Issuer”). The Issuer’s principal executive offices are located at 100 Commerce Drive,
Loveland, Ohio 45140.
Item
2. Identity and Background.
This
statement is being filed by and on behalf of Joseph T. Lukens (“Reporting Person”).
The
address of the principal office of the Reporting Person is c/o Workhorse Group Inc., 100 Commerce Drive, Loveland, OH 45140.
Reporting
Person is principally involved in the business of consulting.
Reporting
Person is a citizen of the United States.
Reporting
Person is an accredited investor.
During
the last five years, Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration.
On January 6, 2017,
the Reporting Purchaser acquired 166,000 shares of common stock of the Issuer in connection with the exercise of a common stock
purchase warrant at $1.50 per share. Additionally, on January 10, 2017, the Reporting Person acquired a 6% Convertible Debenture
in consideration of $2,000,000 which is convertible into 311,526 shares of common stock at $6.42 per share.
The
issuances of the Securities were made in reliance upon exemptions from registration pursuant to section 4(2) under the Securities
Act of 1933 and/or Rule 506 promulgated under Regulation D thereunder. The Reporting Person is an accredited investor as defined
in Rule 501 of Regulation D promulgated under the Securities Act of 1933.
The
Reporting Person acquired beneficial ownership of the Securities with his own personal funds.
The
Reporting Person did not acquire beneficial ownership of any Securities with borrowed funds.
Page 4 of 5 Pages
Item
4. Purpose of Transaction.
The
Reporting Person has acquired the Securities of the Issuer for investment purposes, and such purchases have been made in the Reporting
Person’s ordinary course of business.
Item
5. Interest in Securities of the Issuer.
As of January 11, 2017, Reporting Person
beneficially owned 7,178,528 or 25% of Issuer’s common stock.
Except
as described in this Schedule 13D, Reporting Person has not effectuated any other transactions involving the securities in the
last 60 days.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Other
than as described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Persons and any other person with respect to any securities of the Issuer.
Item
7. Material to be Filed as Exhibits.
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Exhibit No.
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Description
of Exhibit
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4.1
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Securities Purchase Agreement entered between Workhorse Group Inc. and Joseph T. Lukens dated January 10, 2017 (1)
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4.2
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6% Convertible Debenture issued to Joseph T. Lukens dated January 10, 2017 (1)
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(1)
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Incorporated by reference to the Form 8-K Current Report filed with the Securities Exchange Commission on January 12, 2017.
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Page
5 of 5 Pages
SIGNATURES
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 accurate.
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January
12, 2017
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By:
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/s/
Joseph T. Lukens
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Joseph
T. Lukens
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