Statement of Changes in Beneficial Ownership (4)
November 12 2019 - 5:26PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Samuels H. Benjamin |
2. Issuer Name and Ticker or Trading Symbol
Workhorse Group Inc.
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WKHS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O WORKHORSE GROUP INC.,, 100 COMMERCE DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/6/2019 |
(Street)
LOVELAND, OH 45140
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.001 par value per share | 11/6/2019 (6) | | A | | 71713 | A | $2.51 | 511059 | D | |
Common Stock, $0.001 par value per share | | | | | | | | 439346 | D | |
Common Stock, $0.001 par value per share | | | | | | | | 420964 | I | See Footnote (5) |
Common Stock, $0.001 par value per share | | | | | | | | 765094 | I | See Footnote (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Common Stock Purchase Warrant | $5.28 | | | | | | | 11/9/2015 | 11/7/2020 | Common Stock, Par Value | 428571 (2) | | 428571 | I | See Footnote (3) |
Stock Options (4) | $7.21 | | | | | | | 8/16/2016 | 8/15/2021 | Common Stock, Par Value $0.001 | 10000 (4) | | 10000 (4) | D | |
Stock Options (1) | $7.01 | | | | | | | 12/17/2015 (1) | 12/17/2020 | Common Stock, Par Value $0.001 | 50000 (1) | | 50000 (1) | D | |
Common Stock Purchase Warrant | $5.28 | | | | | | | 11/9/2015 | 11/7/2020 | Common Stock, Par Value $0.001 | 142857 (2) | | 142857 | I | See Footnote (3) |
Explanation of Responses: |
(1) | 10,000 of the options vested on December 17, 2015 and 4,000 shall vest every six (6) months thereafter on June 30 and December 31. |
(2) | On November 9, 2015, Samuels 2012 Children's Trust UAD 10/28/12 (the "Trust") acquired a Stock Purchase Warrant to acquire 428,571 shares of common stock (the "Initial Warrant"). On December 4, 2015, the Trust acquired a Stock Purchase Warrant to acquire 142,857 shares of common stock. On January 5, 2016, convertible notes held by the Trust were automatically converted into 571,429 shares of common stock. Further, on September 14, 2016, the Trust exercised the Initial Warrant and received 143,500 shares of common stock for a purchase price of $757,680 or $5.28 per share and on November 18, 2016 the Trust exercised the Initial Warrant and received 47,604 shares of common stock for a purchase price of $251,349 or $5.28 per share. |
(3) | H. Benjamin Samuels is a trustee and beneficiary of the Trust |
(4) | 2,500 of the options vested on August 16, 2016 and an additional 2,500 will vest every six months thereafter. |
(5) | On February 11, 2019, the Marci Rosenberg 2012 Family Trust acquired 420,967 shares of common stock. Marci Rosenberg is the trustee of such trust. Mr. Rosenberg is the wife of H. Benjamin Samuels, a director of the Company. |
(6) | 35,856 of the securities vest on May 6, 2020 and an additional 11,952 shall vest every six (6) months thereafter. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Samuels H. Benjamin C/O WORKHORSE GROUP INC., 100 COMMERCE DRIVE LOVELAND, OH 45140 | X |
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Signatures
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/s/ H. Benjamin Samuels | | 11/12/2019 |
**Signature of Reporting Person | Date |
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