| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Workhorse Group Inc. [ WKHS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/13/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $0.001 par value per share | 07/13/2020 | S | 11,451(1) | D | $17.16 | 347,589 | D | |||
| Common Stock, $0.001 par value per share | 07/13/2020 | S | 40,516(1) | D | $16.56 | 359,040 | D | |||
| Common Stock, $0.001 par value per share | 07/13/2020 | S | 10,546(1) | D | $15.67 | 399,556 | D | |||
| Common Stock, $0.001 par value per share | 07/13/2020 | F | 7,487(6) | D | $16.48 | 410,102 | D | |||
| Common Stock, $0.001 par value per share | 07/13/2020 | M | 20,000(6) | A | $1.75 | 417,589 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options(6) | $1.75 | 07/13/2020 | M | 20,000 | 08/03/2015 | 08/03/2020 | Common Stock, $0.001 par value per share | 20,000 | $1.75 | 0 | D | ||||
| Stock Options(2) | $0.97 | 03/31/2019 | 02/04/2024 | Common Stock, $0.001 par value per share | 1,000,000 | 1,000,000 | D | ||||||||
| Stock Options(2) | $0.97 | 02/04/2019 | 02/04/2024 | Common Stock, $0.001 par value per share | 50,000 | 50,000 | D | ||||||||
| Stock Options(3) | $5.28 | 06/30/2017 | 05/19/2027 | Common Stock, $0.001 par value per share | 400,000 | 400,000 | D | ||||||||
| Stock Options(4) | $7.21 | 08/16/2016 | 08/16/2021 | Common Stock, $0.001 par value per share | 22,000 | 22,000 | D | ||||||||
| Stock Options(5) | $4.99 | 02/03/2016 | 02/03/2021 | Common Stock, $0.001 par value per share | 25,000 | 25,000 | D | ||||||||
| Explanation of Responses: |
| 1. The sales reported on this Form 4 were effected pursuant to a Rule 10b-5 trading plan. |
| 2. The options vested in full on November 6, 2019. |
| 3. Options shall become exercisable in twelve (12) equal quarterly installments of 83,333 commencing on March 31, 2019. |
| 4. 5,500 of the options vested on each of August 16, 2016, February 16, 2017, August 16, 2017 and February 16, 2018. |
| 5. Workhorse Group Inc. granted stock options exercisable at $5.28 per share to Mr. Hughes to acquire 400,000 shares of common stock of the Company which are exercisable for a period of ten years. The Stock Options vest in 16 equal quarterly tranches of 25,000 shares commencing June 30, 2017. |
| 6. Represents the exercise of a stock option pursuant to which the Reporting Person received an aggregate of 20,000 shares by means of a cashless exercise. A cashless exercise is a method of exercising a stock option in which the option holder pays the exercise price to Workhorse Group Inc. using shares of common stock the Reporting Person would have received pursuant to the option exercise. As a result of this cashless exercise, the Reporting Person, on a net basis, acquired ownership of a net amount of 12,513 shares of common stock. |
| /s/ Duane Hughes | 07/15/2020 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||