Sec Form 3 Filing - Atkinson Fraser @ GREENPOWER MOTOR Co INC. - 2020-08-31

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Atkinson Fraser 2. Issuer Name and Ticker or Trading Symbol GREENPOWER MOTOR Co INC. [ GPV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Chairman (Last) (First) (Middle) PENTHOUSE 2 - 141 WATER STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2020 (Street) VANCOUVER, A1V6B 1A7 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 1,079,042 D Common Shares 28,571 I Atkinson Family Trust Common Shares 589,607 I Koko Financial Services Ltd.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options $ 2.45 ( 1 ) 02/04/2016 02/04/2021 Common 14,286 D Stock Options $ 2.45 ( 1 ) 05/06/2016 05/06/2021 Common 11,428 D Stock Options $ 5.25 ( 1 ) 02/02/2017 02/02/2022 Common 14,286 D Stock Options $ 5.25 ( 1 ) 05/26/2017 05/26/2022 Common 85,714 D Stock Options $ 3.5 ( 1 ) 05/04/2018 05/04/2023 Common 14,286 D Stock Options $ 3.5 ( 1 ) 02/12/2019 02/12/2024 Common 14,286 D Stock Options $ 2.59 ( 1 ) 01/30/2020 01/30/2025 Common 28,571 D Warrants $ 7.7 ( 1 ) 10/17/2018 10/17/2020 Common 3,009 D Warrants $ 4.55 ( 1 ) 11/02/2018 06/29/2021 Common 285,714 D Warrants $ 4.2 ( 1 ) 03/14/2019 03/14/2022 Common 342,857 D Warrants $ 3.5 ( 1 ) 09/25/2017 09/25/2021 Common 80,357 I Koko Financial Services Ltd. Warrants $ 3.5 ( 1 ) 09/25/2017 09/25/2021 Common 8,928 I H. Atkinson ITF RR Atkinson Warrants $ 3.5 ( 1 ) 09/25/2017 09/25/2021 Common 8,928 I H. Atkinson ITF SS Atkinson Convertible Debenture ( 2 ) $ 2.8 ( 1 ) 09/25/2017 09/25/2021 Common 80,357 I Koko Financial Services Ltd. Convertible Debenture ( 3 ) $ 4.55 ( 1 ) 05/17/2017 05/17/2021 Common 109,890 I Koko Financial Services Ltd. Convertible Debenture ( 4 ) $ 2.8 ( 1 ) 09/25/2017 09/25/2021 Common 8,928 I H. Atkinson ITF RR Atkinson Convertible Debenture ( 4 ) $ 2.8 ( 1 ) 09/25/2017 09/25/2021 Common 8,928 I H. Atkinson ITF SS Atkinson

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Atkinson Fraser PENTHOUSE 2 - 141 WATER STREET VANCOUVER, A1V6B 1A7 X X CEO and Chairman Signatures /s/ Fraser Atkinson 09/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Canadian dollars ( 2 )$225,000 convertible debenture with a maturity date of September 25, 2021, which is convertible into common shares of GreenPower Motor Company Inc. (the "Issuer") at a price of CDN$2.80 per share. ( 3 )$500,000 convertible debenture with a maturity date of May 17, 2021, which is convertible into common shares of the Issuer at a price of CDN$4.55 per share. ( 4 )$25,000 convertible debenture with a maturity date of September 25, 2021, which is convertible into common shares of the Issuer at a price of CDN$2.80 per share.

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 4(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).

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