Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rossi Steven F.

(Last)

(First)

(Middle)

2500 N AMERICA DR.

(Street)

WEST SENECA

NY

14224

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Worksport Ltd [ WKSP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Options⁽¹⁾	$5.5	07/23/2024		D			100,000	01/01/2022⁽¹⁾	08/06/2026	Common Stock	100,000	$0.0001	0	D
Non-Qualified Stock Options⁽¹⁾	$0.7042⁽²⁾	07/23/2024		A		100,000		01/01/2022⁽¹⁾	08/06/2026	Common Stock	100,000	$0.0001	100,000	D
Non-Qualified Stock Option (Right to Buy) ("'NSO")	$1.74	07/23/2024		D			2,000,000	⁽³⁾	05/01/2033	Common Stock⁽³⁾	2,000,000	$0	0	D
Non-Qualified Stock Option (Right to Buy) ("'NSO")	$0.7042⁽²⁾	07/23/2024		A		2,000,000		⁽³⁾	05/01/2033	Common Stock⁽³⁾	2,000,000	$0	2,000,000	D
Option (Right to buy)	$3.61	07/23/2024		D			50,000	⁽⁴⁾	07/21/2028	Common Stock	50,000	$0	0	D
Option (Right to buy)	$0.7042⁽²⁾	07/23/2024		A		50,000		⁽⁴⁾	07/21/2028	Common Stock	50,000	$0	50,000	D
Option (Right to buy)	$1.44	10/31/2023		A		1,500,000		⁽⁵⁾	⁽⁵⁾	Common Stock	1,500,000	$0	1,500,000	D
Option (Right to buy)	$1.44	07/23/2024		D			1,500,000	⁽⁵⁾	⁽⁵⁾	Common Stock	1,500,000	$0	0	D
Option (Right to buy)	$0.7042⁽²⁾	07/23/2024		A		1,500,000		⁽⁵⁾	⁽⁵⁾	Common Stock	1,500,000	$0	1,500,000	D
Non-Qualified Stock Option (Right to Buy) ("'NSO")⁽⁶⁾	$0.7042	07/23/2024		A		3,500,000		07/23/2024	07/23/2034	Common Stock	3,500,000	$0.0001	3,500,000	D

Explanation of Responses:

1. The Reporting Person was granted Non-Qualified Stock Options ("NQSOs") which represent a contingent right to receive one share of Common Stock for each NQSO at a price of $5.50. The NQSOs vest entirely on January 1st of 2022. These NQSOs expire on August 6th, 2026. The right of exercise shall be cumulative so that to the extent this Option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares Subject to Option for which it is vested until the earlier of the date on which this Option is fully exercised and the Expiration Date.

2. On July 23, 2024, the Issuer's Board of Directors approved an option repricing (the "Repricing") whereby the Reporting Person's options were repriced to an exercise price of $0.7042 per share. All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable.

3. On May 1, 2023, WKSP granted Steven Rossi 2,000,000 NSOs. The NSOs vest in 10% (200,000 shares) increments upon the achievement of milestones. Vesting is based upon the achievement of certain values regarding either WKSP's market capitalization or the share price of WKSP using the volume weighted average price of the common stock of WKSP for ten (10) consecutive trading days.

4. 50% of option vests on the first anniversary of the date of grant and 50% of option vests on the second anniversary of the date of grant.

5. On October 31, 2023, the Compensation Committee of the Company and the Board approved the grant of incentive stock options ("CEO Award") to Mr. Rossi. The Option will become exercisable ("vest") per the Company's achievement of specified revenue metrics.

6. Granted pursuant to the consulting agreement dated July 23, 2024 entered into between the Company, the Reporting Person, and 2230164 Ontario Inc., an Ontario corporation owned by the Reporting Person. The option shall vest in equal quarterly installments over a period of five (5) years.

	/s/ Steven F. Rossi	07/25/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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