SEC Form 3
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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/26/2022 | 3. Issuer Name and Ticker or Trading Symbol LiveWire Group, Inc. [ LVWR ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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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) |
Common Stock | 181,000,000 | I | See Footnote(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Earn-Out Rights | (2) | (2) | Common Stock | 12,500,000 | 0.00 | D |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. ElectricSoul, LLC ("ElectricSoul") is the record holder of the securities reported herein. ElectricSoul is a direct, wholly owned subsidiary of Harley-Davidson Motor Company Group, LLC ("HDMCG"), which, in turn, is a wholly owned subsidiary of Harley-Davidson, Inc. ("H-D"). By reason of their relationships, HDMCG and H-D may be deemed to share the power to vote or to direct the vote and to dispose or direct the disposition of the securities held by ElectricSoul and may be deemed to have shared beneficial ownership of the securities held directly by ElectricSoul. |
2. Each earn-out right represents a contingent right to receive one share of Common Stock, which will vest as to 50% of the underlying shares if the if the volume-weighted average price ("VWAP") of the Common Stock is greater than or equal to $14.00 over any 20 trading days within any 30 consecutive trading day period, and as to the remaining shares if the VWAP of the Common Stock is greater than or equal to $18.00 over any 20 trading days within any 30 consecutive trading-day period in each case, during a period beginning 18 months from September 26, 2022 and expiring five years thereafter. |
Remarks: |
ElectricSoul, LLC By: /s/ Gina Goetter, Chief Financial Officer | 09/26/2022 | |
Harley-Davidson Motor Company Group, LLC By: /s/ Gina Goetter, Chief Financial Officer | 09/26/2022 | |
Harley-Davidson, Inc. By: /s/ Gina Goetter, Chief Financial Officer | 09/26/2022 | |
** 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. | ||
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. |