SEC Form 4 · accession 0001213900-17-001267
Workhorse Group Inc. · WKHS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph Theodore Lukens Jr.
10% Owner
Period of report
Feb 1, 2017
Accepted (ET)
Feb 13, 2017 · 5:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001425287
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 par value per shareF1,F2 | Feb 1, 2017 | C | 668,333 | $3.00 | A | 3,491,888 | D | |
| Common Stock, $0.001 par value per shareF5 | holding | — | — | — | 570,000 | I | Our Lady of America Ministries Inc. | |
| Common Stock, $0.001 par value per share | holding | — | — | — | 154,871 | I | The Joe & Kim Lukens Foundation | |
| Common Stock, $0.001 par value per share | holding | — | — | — | 2,697,147 | I | US Trust Company of Delaware Administrative Trustee of the Joe & Kim Lukens Dynasty Trust | |
| Common Stock, $0.001 par value per shareF3 | holding | — | — | — | 25,000 | I | See footnote | |
| Common Stock, $0.001 par value per shareF4 | holding | — | — | — | 25,000 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 6% Convertible DebentureF1 | $3.00 | Feb 1, 2017 | C | 668,333 | D | Jan 10, 2017 | Jan 10, 2019 | Common Stock, Par Value $0.001 | 311,526 | 668,333 | D |
| Common Stock Purchase Warrant | $5.28 | holding | — | — | — | Nov 25, 2015 | Nov 25, 2020 | Common Stock, Par Value $0.001 | 571,429 | 571,429 | D |
Explanation of responses
- F1On January 10, 2017, Workhorse Group Inc. (the "Company"), entered into a Securities Purchase Agreement with Joseph T. Lukens ("Lukens") providing for the sale by the Company to Lukens of a 6% Convertible Debenture in the aggregate amount of $2,000,000 (the "Lukens Debenture") in consideration of $2,000,000. The financing closed on January 10, 2017. The Lukens Debenture matured two years from the date of issuance and carried interest of 6% per annum payable upon maturity. At the option of Lukens, all or a portion of the Lukens Debenture may have been converted into shares of common stock of the Company at $6.42 per share. Upon the closing of any future equity, convertible equity or convertible debt financing of the Company of at least $5,000,000, all unpaid principal and accrued but unpaid interest hereunder shall automatically convert into the same securities offered in such financing. (cont'd in Footnote 2)
- F2(cont'd from Footnote 1) On January 27, 2017, the Company and Lukens entered into a Conversion Agreement further clarifying that the Lukens Debenture will be converted at the offering price of the Company's underwritten public offering. On February 2, 2017, the Company closed the underwritten public offering and the Lukens Debenture was converted into 668,333 shares of common stock at $3.00 per share, which was the offering price.
- F3Joseph 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
- F4Joseph 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.
- F5Mr. Lukens resigned as the CEO and member of the Board of Directors of Our Lady of America Ministries Inc. on February 10, 2017.