Statement of Ownership (sc 13g)
January 29 2020 - 4:24PM
Edgar (US Regulatory)
CUSIP NO. 98138J206
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. )*
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Workhorse
Group, Inc.
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(Name of Issuer)
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Common Stock,
par value $0.001 per share
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(Title of Class of Securities)
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98138J206
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(CUSIP Number)
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December 31, 2019
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
* The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Seaport
Global Asset Management LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ¨
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(b) x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
New York, United States of America
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
6,717,774 shares (1)
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6 Shared Voting Power
0 shares
Refer to Item 4 below.
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7 Sole Dispositive
Power
6,717,774 shares (1)
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8 Shared Dispositive
Power
0 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,717,774 shares (1)
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ N/A
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11
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Percent of Class Represented by Amount in Row (9)*
8.68% (2)
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
IA, OO
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(1)
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Includes 6,002,100 common shares issuable upon the exercise of Warrants (“Exercisable Warrants”)
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(2)
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Percentage is calculated using as the numerator, the number of common shares held by the Reporting Person plus the Exercisable
Warrants, and as the denominator, 71,361,058 common shares as of January 13, 2020, as reported by the Issuer’s PRE 14A, File
No. 001-37673 (20531833), filed with the SEC on January 17, 2020, plus the Exercisable Warrants.
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Item 1.
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(a)
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Name of Issuer
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Workhorse Group, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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100 Commerce Drive
Loveland, OH 45140
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Item 2.
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(a)
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Name of Person Filing
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Seaport Global Asset Management LLC
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(b)
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Address of Principal Business Office or, if none, Residence
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360 Madison Avenue, 20th Floor
New York, NY 10017
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(c)
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Citizenship
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Seaport Global Asset
Management LLC - New York, United States of America
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(d)
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Title of Class of Securities
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Common Stock, $0.001 par value per share
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(e)
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CUSIP Number
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98138J206
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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x
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
As of December 31, 2019, Seaport Global
Asset Management LLC beneficially owned 6,717,774 shares of Common Stock, which is 9.93% of the Issuer’s outstanding Common
Stock. The percentage herein is calculated based upon the aggregate total of the 11,042,804 shares of Common Stock issued and outstanding
as of December 31, 2016, as reported in the Issuer’s Exhibit 99.1 to Form 8-K filed with the SEC on October 10, 2016.
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(a)
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Amount Beneficially Owned
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Seaport Global Asset Management LLC – 6,717,774 shares
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(b)
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Percent of Class
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Seaport Global Asset Management LLC - 8.68%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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Seaport Global Asset Management LLC – 6,717,774 shares
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(ii)
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shared power to vote or to direct the vote
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Seaport Global Asset Management LLC - 0 shares
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(iii)
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sole power to dispose or to direct the disposition of
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Seaport Global Asset Management LLC – 6,717,774 shares
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(iv)
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shared power to dispose or to direct the disposition of
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Seaport Global Asset Management LLC - 0 shares
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***
Shares reported herein represent shares held by investment advisory clients of Seaport Global Asset Management LLC.
Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is
being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following ¨.
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
Item 9.
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Notice of Dissolution of Group
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Not applicable.
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After 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 correct.
January 29, 2020
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seaport
global asset management LLC
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By:
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/s/
Michael Ring
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Michael
Ring
Chief Financial Officer
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