Workhorse Group Inc. — Director's Dealing 2017

Feb 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workhorse Group Inc. (WKHS)
CIK: 0001425287
Period of Report: 2017-02-01

Reporting Person: LUKENS JOSEPH THEODORE JR (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-01	Common Stock, $0.001 par value per share	C	668333	$3.00	Acquired	3491888	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-01	6% Convertible Debenture	$3.00	C	668333	Disposed	2019-01-10	Common Stock, Par Value $0.001 (311526)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.001 par value per share	570000	Indirect
Common Stock, $0.001 par value per share	154871	Indirect
Common Stock, $0.001 par value per share	2697147	Indirect
Common Stock, $0.001 par value per share	25000	Indirect
Common Stock, $0.001 par value per share	25000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Purchase Warrant	$5.28	2020-11-25	Common Stock, Par Value $0.001 (571429)	571429	Direct

Footnotes

F1: On 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.

F3: 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

F4: 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.

F5: Mr. Lukens resigned as the CEO and member of the Board of Directors of Our Lady of America Ministries Inc. on February 10, 2017.