SEC Info - Samuels H. Benjamin - ‘3’ for 12/17/15 re: Workhorse Group Inc.

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Samuels H. Benjamin

(Last)

(First)

(Middle)

C/O WORKHORSE GROUP INC.

100 COMMERCE DRIVE

(Street)

LOVELAND

45140

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/17/15

3. Issuer Name and Ticker or Trading Symbol
Workhorse Group Inc. [ WKHS ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options ⁽¹⁾	12/17/15 ⁽¹⁾	12/17/20	Common Stock, Par Value $0.001	50,000	7.01	D
6% Convertible Promissory Note	11/9/15	11/9/17	Common Stock, Par Value $0.001	428,571 ⁽²⁾ ⁽³⁾	3.5 ⁽²⁾ ⁽³⁾	I	See footnote ⁽⁴⁾
Stock Purchase Warrant	11/9/15	11/9/20	Common Stock, Par Value $0.001	428,571	5.28	I	See footnote ⁽⁴⁾
6% Convertible Promissory Note	12/4/15	12/4/17	Common Stock, Par Value $0.001	142,857	3.5 ⁽²⁾ ⁽³⁾	I	See footnote ⁽⁴⁾
Stock Purchase Warrant	12/4/15	12/4/20	Common Stock, Par Value $0.001	142,857	5.28	I	See footnote ⁽⁴⁾

Explanation of Responses:

(1) 10,000 of the options vested on December 17, 2015 and 4,000 shall vest every six (6) months thereafter.

(2) On November 9, 2015, Samuel 2012 Children's Trust UAD 10/28/12 (the "Trust") acquired a 6% Convertible Promissory Note in the principal amount of $1,500,000 and a Stock Purchase Warrant to acquire 428,571 shares of common stock. On December 4, 2015, the Trust acquired a 6% Convertible Promissory Note in the principal amount of $500,000 and a Stock Purchase Warrant to acquire 142,857 shares of common stock. The 6% Convertible Promissory Notes (the "Notes") mature on the earliest of (i) two years from the date of issuance, (ii) Workhorse Group Inc. (the "Company") listing of its common stock on The Nasdaq Stock Market or the NYSE MKT (the "Listing") or (iii) a change of control (collectively, the "Maturity Date"). At the option of the holder, all or a portion of the Notes may be converted into shares of common stock of the Company at $3.50 per share (the "Offering Price").

(3) The Notes are convertible into shares of common stock of the Company automatically on the Maturity Date at the lowest of the Offering Price, lower of the opening and closing prices of the Company's common stock on the trading day prior to the Listing, the price per share paid by public investors in an underwritten public offering conducted in connection with the Listing or the per share consideration paid in a change of control. Interest is payable on the Maturity Date and upon the optional conversion by an investor in shares of Common Stock, cash or a mixture of both, at the option of the Company at the public market price on the trading day immediately preceding such date.

(4) H. Benjamin Samuels is a trustee and beneficiary of the Trust.

	/s/ H. Benjamin Samuels	12/23/15
	** 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 5 (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.
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Samuels H. Benjamin – ‘3’ for 12/17/15 re: Workhorse Group Inc.

On: Wednesday, 12/23/15, at 5:48pm ET · For: 12/17/15 · Accession #: 1013762-15-1202 · File #: 0-53704

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Samuels H. Benjamin – ‘3’ for 12/17/15 re: Workhorse Group Inc.

On: Wednesday, 12/23/15, at 5:48pm ET · For: 12/17/15 · Accession #: 1013762-15-1202 · File #: 0-53704

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents