If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
[ ]
* 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 disclosures provided in a prior cover page.
The information required on 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
(“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).
CUSIP No. 98138J206
|
1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
|
|
Arosa Capital Management LP
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80-0948256
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
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(a) [ ]
|
|
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(b) [ ]
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|
3.
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SEC Use Only
|
4.
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Source of Funds (See Instructions): OO (See Item 3)
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5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
|
|
[ ]
|
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6.
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Citizenship or Place of Organization: Delaware
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|
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Number of
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7. Sole Voting Power:
|
0
|
|
|
Shares Beneficially
|
8. Shared Voting Power:
|
5,968,706*
|
|
|
Owned by
|
|
|
|
|
Each Reporting
|
9. Sole Dispositive Power:
|
0
|
|
|
Person With
|
10. Shared Dispositive Power:
|
5,968,706*
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person: 5,968,706*
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
|
13.
|
Percent of Class Represented by Amount in Row (11): 6.3%*
|
14.
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Type of Reporting Person (See Instructions): IA
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|
|
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|
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* As of the filing date of this Amendment
No. 2 to Schedule 13D (the “Filing Date”), Arosa Capital Management LP, a Delaware limited partnership (“Arosa
Capital”), may be deemed to beneficially own in the aggregate 5,968,706 shares of common stock, par value $0.001 per
share (the “Common Stock”), of Workhorse Group Inc. (the “Company”), including (i) 2,813,835
shares of Common Stock and (ii) warrants (the “Warrants”) exercisable for an aggregate 3,154,871 shares of
Common Stock, subject to the limitations described below. The shares of Common Stock and the Warrants are held by Arosa Opportunistic
Fund LP, a Cayman Islands exempted limited partnership (“Arosa Opportunistic Fund”). Arosa Capital serves as
the registered investment adviser of Arosa Opportunistic Fund, and Till Bechtolsheimer (“Mr. Bechtolsheimer”),
the managing member of the general partner of Arosa Opportunistic Fund and Chief Executive Officer of Arosa Capital, may be deemed
to beneficially own the shares of Common Stock and the Warrants (and the shares of Common Stock underlying the Warrants) reported
herein. The Warrants are subject to exercise and conversion limitations prohibiting the exercise or conversion of the Warrants
to the extent that it would result in the holder, or any of its affiliates, being deemed to beneficially own in excess of 9.99%
of the then-outstanding shares of Common Stock. The percentage of beneficial ownership reported on this Amendment No. 2 to Schedule
13D is based on a total of 91,153,943 shares of Common Stock deemed issued and outstanding. Thus, as of the Filing Date, for purposes
of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Arosa Capital, Arosa Opportunistic Fund and Mr. Bechtolsheimer
may be deemed to beneficially own 6.3% of the Common Stock of the Company deemed issued and outstanding.
CUSIP No. 98138J206
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
|
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Arosa Opportunistic Fund LP
|
98-1138847
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
(a) [ ]
|
|
|
(b) [ ]
|
|
3.
|
SEC Use Only
|
4.
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Source of Funds (See Instructions): WC (See Item 3)
|
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
|
|
[ ]
|
|
6.
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Citizenship or Place of Organization: Cayman Islands
|
|
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Number of
|
7. Sole Voting Power:
|
0
|
|
|
Shares Beneficially
|
8. Shared Voting Power:
|
5,968,706*
|
|
|
Owned by
|
|
|
|
|
Each Reporting
|
9. Sole Dispositive Power:
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0
|
|
|
Person With
|
10. Shared Dispositive Power:
|
5,968,706*
|
|
|
|
|
|
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 5,968,706*
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
|
13.
|
Percent of Class Represented by Amount in Row (11): 6.3%*
|
14.
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Type of Reporting Person (See Instructions): PN
|
|
|
|
|
|
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|
|
|
* As of the filing date of this Amendment
No. 2 to Schedule 13D (the “Filing Date”), Arosa Capital Management LP, a Delaware limited partnership (“Arosa
Capital”), may be deemed to beneficially own in the aggregate 5,968,706 shares of common stock, par value $0.001 per
share (the “Common Stock”), of Workhorse Group Inc. (the “Company”), including (i) 2,813,835
shares of Common Stock and (ii) warrants (the “Warrants”) exercisable for an aggregate 3,154,871 shares of
Common Stock, subject to the limitations described below. The shares of Common Stock and the Warrants are held by Arosa Opportunistic
Fund LP, a Cayman Islands exempted limited partnership (“Arosa Opportunistic Fund”). Arosa Capital serves as
the registered investment adviser of Arosa Opportunistic Fund, and Till Bechtolsheimer (“Mr. Bechtolsheimer”),
the managing member of the general partner of Arosa Opportunistic Fund and Chief Executive Officer of Arosa Capital, may be deemed
to beneficially own the shares of Common Stock and the Warrants (and the shares of Common Stock underlying the Warrants) reported
herein. The Warrants are subject to exercise and conversion limitations prohibiting the exercise or conversion of the Warrants
to the extent that it would result in the holder, or any of its affiliates, being deemed to beneficially own in excess of 9.99%
of the then-outstanding shares of Common Stock. The percentage of beneficial ownership reported on this Amendment No. 2 to Schedule
13D is based on a total of 91,153,943 shares of Common Stock deemed issued and outstanding. Thus, as of the Filing Date, for purposes
of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Arosa Capital, Arosa Opportunistic Fund and Mr. Bechtolsheimer
may be deemed to beneficially own 6.3% of the Common Stock of the Company deemed issued and outstanding.
CUSIP No. 98138J206
|
1.
|
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
|
|
Till Bechtolsheimer
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
(a) [ ]
|
|
|
(b) [ ]
|
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions): OO (See Item 3)
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
|
|
[ ]
|
|
6.
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Citizenship or Place of
Organization: United Kingdom, Switzerland
|
|
|
Number of
|
7. Sole Voting Power:
|
0
|
|
|
Shares Beneficially
|
8. Shared Voting Power:
|
5,968,706*
|
|
|
Owned by
|
|
|
|
|
Each Reporting
|
9. Sole Dispositive Power:
|
0
|
|
|
Person With
|
10. Shared Dispositive Power:
|
5,968,706*
|
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person: 5,968,706*
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ]
|
13.
|
Percent of Class Represented by Amount in Row (11): 6.3%*
|
14.
|
Type of Reporting Person (See Instructions): IN
|
|
|
|
|
|
|
|
|
|
* As of the filing date of this Amendment
No. 2 to Schedule 13D (the “Filing Date”), Arosa Capital Management LP, a Delaware limited partnership (“Arosa
Capital”), may be deemed to beneficially own in the aggregate 5,968,706 shares of common stock, par value $0.001 per
share (the “Common Stock”), of Workhorse Group Inc. (the “Company”), including (i) 2,813,835
shares of Common Stock and (ii) warrants (the “Warrants”) exercisable for an aggregate 3,154,871 shares of
Common Stock, subject to the limitations described below. The shares of Common Stock and the Warrants are held by Arosa Opportunistic
Fund LP, a Cayman Islands exempted limited partnership (“Arosa Opportunistic Fund”). Arosa Capital serves as
the registered investment adviser of Arosa Opportunistic Fund, and Till Bechtolsheimer (“Mr. Bechtolsheimer”),
the managing member of the general partner of Arosa Opportunistic Fund and Chief Executive Officer of Arosa Capital, may be deemed
to beneficially own the shares of Common Stock and the Warrants (and the shares of Common Stock underlying the Warrants) reported
herein. The Warrants are subject to exercise and conversion limitations prohibiting the exercise or conversion of the Warrants
to the extent that it would result in the holder, or any of its affiliates, being deemed to beneficially own in excess of 9.99%
of the then-outstanding shares of Common Stock. The percentage of beneficial ownership reported on this Amendment No. 2 to Schedule
13D is based on a total of 91,153,943 shares of Common Stock deemed issued and outstanding. Thus, as of the Filing Date, for purposes
of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Arosa Capital, Arosa Opportunistic Fund and Mr. Bechtolsheimer
may be deemed to beneficially own 6.3% of the Common Stock of the Company deemed issued and outstanding.
This
Amendment No. 2 to Schedule 13D (this “Amendment”) amends the initial Schedule 13D (the “Initial Schedule
13D”) filed by the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”)
on July 19, 2018, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on June 14, 2019 (the
Initial Schedule 13D, as amended by Amendment No. 1 to Schedule 13D, the “Schedule 13D”).
Item
2. Identity and Background.
This
Item 2 of the Schedule 13D is hereby amended solely to replace the second paragraph thereof with the following:
The
address of the principal business office of each of the Reporting Persons is c/o Arosa Capital Management LP, 550 West 34th Street, Suite 2800, New York, New York 10001.
Item 5. Interest
in Securities of the Company.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
As
of the Filing Date, Arosa Opportunistic Fund beneficially owns an aggregate of 5,968,706 shares of Common Stock, including (i)
2,813,835 shares of Common Stock and (ii) 3,154,871 shares of Common Stock underlying the Warrants. Arosa Capital and Mr. Bechtolsheimer
may be deemed to beneficially own the shares of Common Stock and the Warrants reported herein. The percentage of beneficial ownership
reported in this Amendment is based on a total of 91,153,943 shares of Common Stock deemed issued and outstanding. Thus, the Reporting
Persons may be deemed to beneficially own 6.3% of the shares of Common Stock of the Company deemed issued and outstanding. In
addition, the Reporting Persons beneficially own 305,000 shares of non-voting Preferred Stock.
Arosa
Opportunistic Fund has the right to receive dividends from, and proceeds from the sale of, the shares of Common Stock, the shares of non-voting
Preferred Stock and the Warrants (including the shares of Common Stock issuable upon exercise of the Warrants) owned by it.
The partners of Arosa Opportunistic Fund have the right to participate indirectly in the receipt of dividends from, and proceeds
from the sale of, such securities in accordance with their respective ownership interests in Arosa Opportunistic Fund.
During
the sixty (60) days prior to July 7, 2020 (the “Event Date”), and from the Event Date to the date hereof, Arosa
Capital, on behalf of Arosa Opportunistic Fund, effected the following transactions: (i) exercised certain of the Warrants to
purchase (a) 1,143,200 shares of Common Stock at an exercise price of $1.21 per share for an aggregate purchase price of $1,383,272
and (b) 5,109,126 shares of Common Stock at an exercise price of $1.25 per share for an aggregate purchase price of $6,386,407.50;
and (ii) sold shares of Common Stock, as follows:
Date
|
Quantity
|
Price
|
Type of Transaction
|
June 9, 2020
|
50,000
|
$3.6036
|
Market Sale
|
June 9, 2020
|
300,000
|
$3.6557
|
Market Sale
|
June 15, 2020
|
244,443
|
$4.3117
|
Market Sale
|
Date
|
Quantity
|
Price
|
Type of Transaction
|
June
15, 2020
|
12,500
|
$4.4030
|
Market
Sale
|
June
16, 2020
|
1,200
|
$4.5125
|
Market
Sale
|
June
18, 2929
|
41,857
|
$4.5154
|
Market
Sale
|
June 18, 2020
|
79,200
|
$4.5216
|
Market Sale
|
June 18, 2020
|
209,146
|
$4.5757
|
Market Sale
|
June 19, 2020
|
69,669
|
$5.3389
|
Market Sale
|
June 22, 2020
|
171,985
|
$5.5723
|
Market Sale
|
June 22, 2020
|
50,000
|
$5.3086
|
Market Sale
|
June 22, 2020
|
20,000
|
$5.5550
|
Market Sale
|
June 22, 2020
|
100,000
|
$5.6961
|
Market Sale
|
June 22, 2020
|
37,307
|
$5.9043
|
Market Sale
|
June 23, 2020
|
413,379
|
$7.0414
|
Market Sale
|
June 23, 2020
|
100,000
|
$7.1789
|
Market Sale
|
June 23, 2020
|
200,000
|
$7.0663
|
Market Sale
|
June 29, 2020
|
163,600
|
$7.50
|
Market Sale
|
June 29, 2020
|
2,000
|
$10.00
|
Market Sale
|
June 30, 2020
|
207,800
|
$7.50
|
Market Sale
|
June 30, 2020
|
46,200
|
$10.00
|
Market Sale
|
July 1, 2020
|
184,400
|
$7.50
|
Market Sale
|
July 1, 2020
|
123,300
|
$10.00
|
Market Sale
|
July 2, 2020
|
78,800
|
$7.50
|
Market Sale
|
July 2, 2020
|
195,100
|
$10.00
|
Market Sale
|
July 6, 2020
|
100
|
$7.50
|
Market Sale
|
July 6, 2020
|
1,500
|
$10.00
|
Market Sale
|
July 7, 2020
|
2,000
|
$10.00
|
Market Sale
|
July 8, 2020
|
39,800
|
$7.50
|
Market Sale
|
July 8, 2020
|
168,500
|
$10.00
|
Market Sale
|
July 9, 2020
|
400
|
$12.50
|
Market Sale
|
July 13, 2020
|
33,400
|
$10.00
|
Market Sale
|
July 14, 2020
|
109,700
|
$10.00
|
Market Sale
|
July 15, 2020
|
363,800
|
$10.00
|
Market Sale
|
July 15, 2020
|
2,500
|
$12.50
|
Market Sale
|
July 16, 2020
|
500
|
$15.6560
|
Market Sale
|
July 16, 2020
|
25,100
|
$10.00
|
Market Sale
|
July 17, 2020
|
1,292,500
|
$10.00
|
Market Sale
|
July 17, 2020
|
222,800
|
$12.50
|
Market Sale
|
July
17, 2020
|
250,000
|
$15.1028
|
Market
Sale
|
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Company
Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:
Arosa Capital, on behalf of Arosa Opportunistic Fund, from time to time has entered into one or more contracts with respect
to put options and/or call options regarding the Common Stock. Except as described herein, there are no contracts, arrangements,
understandings or relationships with respect to the securities of the Company between or among the Reporting Persons and any
other person or entity.
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:
July 17, 2020
|
|
AROSA OPPORTUNISTIC FUND LP
|
|
|
|
|
|
|
|
By: Arosa Capital Management Opportunistic GP II LLC, its general partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Till Bechtolsheimer
|
|
|
|
Name:
|
Till Bechtolsheimer
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AROSA CAPITAL MANAGEMENT LP
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Till Bechtolsheimer
|
|
|
|
Name:
|
Till Bechtolsheimer
|
|
|
|
Title:
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Till Bechtolsheimer
|
|
|
|
Till Bechtolsheimer
|
|
|
|
|
|
|
|
|
|
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).