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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
ElectricSoul, LLC

(Last) (First) (Middle)
3700 WEST JUNEAU AVENUE

(Street)
MILWAUKEE WI 53208

(City) (State) (Zip)
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)
Director X 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)
Form filed by One Reporting Person
X 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)
Common Stock 181,000,000 I See Footnote(1)
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)
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*
ElectricSoul, LLC

(Last) (First) (Middle)
3700 WEST JUNEAU AVENUE

(Street)
MILWAUKEE WI 53208

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Harley-Davidson Motor Co Group, LLC

(Last) (First) (Middle)
3700 WEST JUNEAU AVENUE

(Street)
MILWAUKEE WI 53208

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HARLEY-DAVIDSON, INC.

(Last) (First) (Middle)
3700 WEST JUNEAU AVENUE

(Street)
MILWAUKEE WI 53208

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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.