Statement of Changes in Beneficial Ownership (4)
October 05 2017 - 5:06PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
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
*
LUKENS JOSEPH THEODORE JR
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2. Issuer Name
and
Ticker or Trading Symbol
Workhorse Group Inc.
[
WKHS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O WORKHORSE GROUP INC.,, 100 COMMERCE DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/18/2017
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(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
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9/18/2017
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P
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781248
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A
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$3.20
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6970283
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I
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See footnote
(1)
(2)
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Common Stock, $0.001 par value per share
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9/18/2017
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P
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6189035
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A
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(1)
(2)
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6189035
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I
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See footnote
(1)
(2)
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Common Stock, $0.001 par value per share
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9/18/2017
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S
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2697147
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D
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(1)
(2)
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0
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I
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See footnote
(1)
(2)
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Common Stock, $0.001 par value per share
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9/18/2017
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S
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3491888
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D
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(2)
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0
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D
(1)
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Common Stock, $0.001 par value per share
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154871
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I
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The Joe & Kim Lukens Foundation
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Common Stock, $0.001 par value per share
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25000
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I
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See footnote
(3)
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Common Stock, $0.001 par value per share
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25000
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I
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See footnote
(4)
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Stock Purchase Warrant
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$5.28
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11/25/2015
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11/25/2020
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Common Stock, Par Value $0.001
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571429
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571429
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D
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Warrants
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$3.80
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9/18/2017
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A
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585936
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9/18/2017
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9/18/2022
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Common Stock, Par Value $0.001
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585936
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(2)
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585936
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I
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See Footnote
(2)
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Explanation of Responses:
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(1)
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US Trust Company of Delaware Administrative Trustee of the Joe & Kim Lukens Dynasty Trust assigned 2,697,147 shares of common stock to New Era Capital Fund L.P. ("New Era") in exchange for 34.504% of New Era. New Era Capital LLC ("NEC") is the General Partner of New Era. Mr. Lukens is the managing member of NEC. Jospeh T. Lukens, Jr. assigned 3,491,888 shares of common stock to New Era in exchange for 44.672% of New Era.
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(2)
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New Era acquired 781,248 shares of common stock and warrants to purchase 585,936 shares of common stock for a period of five years at an exercise price of $3.80 per share from the Company on September 18, 2017 for an aggregate purchase price of $2,499,993.60.
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(3)
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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
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(4)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LUKENS JOSEPH THEODORE JR
C/O WORKHORSE GROUP INC.,
100 COMMERCE DRIVE
LOVELAND,, OH 45140
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X
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Signatures
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/s/ Joseph T. Lukens
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10/5/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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