Sec Form 3 Filing - ElectricSoul, LLC @ LiveWire Group, Inc. - 2022-09-26

Insider filing report for Changes in Beneficial Ownership
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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
ElectricSoul, LLC
2. Issuer Name and Ticker or Trading Symbol
LiveWire Group, Inc. [ LVWR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3700 WEST JUNEAU AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
09/26/2022
(Street)
MILWAUKEE, WI53208
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 Stock 181,000,000 I See Footnote( 1 )
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
Earn-Out Rights $ 0 ( 2 ) ( 2 ) Common Stock 12,500,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ElectricSoul, LLC
3700 WEST JUNEAU AVENUE
MILWAUKEE, WI53208
X
Harley-Davidson Motor Co Group, LLC
3700 WEST JUNEAU AVENUE
MILWAUKEE, WI53208
X
HARLEY-DAVIDSON, INC.
3700 WEST JUNEAU AVENUE
MILWAUKEE, WI53208
X
Signatures
ElectricSoul, LLC By: /s/ Gina Goetter, Chief Financial Officer 09/26/2022
Signature of Reporting Person Date
Harley-Davidson Motor Company Group, LLC By: /s/ Gina Goetter, Chief Financial Officer 09/26/2022
Signature of Reporting Person Date
Harley-Davidson, Inc. By: /s/ Gina Goetter, Chief Financial Officer 09/26/2022
Signature of Reporting Person Date
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.

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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