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Ownership Summary Table
|Name||Sole Voting Power||Shared Voting Power||Sole Dispositive Power||Shared Dispositive Power||Aggregate Amount Owned Power||Percent of Class|
|Joseph T. Lukens||8,332,519||0||8,332,519||0||8,332,519||19.7%|
Page 1 of 5 – SEC Filing
AND EXCHANGE COMMISSION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
STOCK, PAR VALUE $.001 PER SHARE
of Class of Securities)
Workhorse Group Inc.
Commerce Drive, Loveland, Ohio 45140
Address and Telephone Number of Person
to Receive Notices and Communications)
of Event Which Requires Filing of This Statement)
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
on following pages)
1 of 5 Pages)
Page 2 of 5 – SEC Filing
CUSIP No. 98138J206
Page 2 of 5 Pages
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Joseph T. Lukens
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEC USE ONLY
SOURCE OF FUNDS* OO
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
CITIZENSHIP OR PLACE OF ORGANIZATION
As of the date of the event which requires filing of this Schedule 13D, the Reporting Person beneficially owns 8,332,519 shares
of common stock, which includes (i) 6,970,283 shares of common stock held by the New Era Capital Fund L.P. (“New Era”).
New Era Capital LLC (“NEC”) is the General Partner of New Era. Mr. Lukens is the managing member of NEC; (ii) 154,871
shares of common stock held by The Joe & Kim Lukens Foundation; (iii) 25,000 shares of common stock held by the 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; (iv)
25,000 shares of common stock held by the 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; (v) a common stock purchase warrant to acquire 571,429 shares of common stock
at $5.28 per share and (vi) a common stock purchase warrant to acquire 585,936 shares of common stock at $3.80 per share held
by New Era.
Percentage of class calculated based on an aggregate of 41,126,934 shares issued and outstanding as of September 29, 2017.
Page 3 of 5 – SEC Filing
Page 3 of 5 Pages
1. Security and Issuer.
Schedule 13D relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of Workhorse Group Inc.,
a Nevada Corporation (the “Issuer”). The Issuer’s principal executive offices are located at 100 Commerce Drive,
Loveland, Ohio 45140.
2. Identity and Background.
statement is being filed by and on behalf of Joseph T. Lukens (“Reporting Person”).
address of the principal office of the Reporting Person is c/o Workhorse Group Inc., 100 Commerce Drive, Loveland, OH 45140.
Person is principally involved in the business of consulting.
Person is a citizen of the United States.
Person is an accredited investor.
the last five years, Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
3. Source and Amount of Funds or Other Consideration.
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. 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
Reporting Person acquired beneficial ownership of the securities with his own personal funds.
Reporting Person did not acquire beneficial ownership of any securities with borrowed funds.
Page 4 of 5 – SEC Filing
Page 4 of 5 Pages
4. Purpose of Transaction.
Reporting Person has acquired the securities of the Issuer for investment purposes, and such purchases have been made in the Reporting
Person’s ordinary course of business.
5. Interest in Securities of the Issuer.
of September 28, 2017, Reporting Person beneficially owned 8,332,519 or 19.7% of Issuer’s common stock.
as described in this Schedule 13D, Reporting Person has not effectuated any other transactions involving the securities in the
last 60 days.
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
than as described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Persons and any other person with respect to any securities of the Issuer.
7. Material to be Filed as Exhibits.
Page 5 of 5 – SEC Filing
Page 5 of 5 Pages
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 accurate.
Joseph T. Lukens