In re Joseph Theodore Lukens

 UNITED STATES OF AMERICA 
 Before the 
   SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 98542 / September 27, 2023 
                                                               
ADMINISTRATIVE PROCEEDING 
File No. 3-21728 
 
 
 
In the Matter of 
 
Joseph Theodore Lukens, 
Jr., 
 
Respondent. 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 
  
 
 I. 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that 
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 
Securities Exchange Act of 1934 (“Exchange Act”), against Joseph Theodore Lukens, Jr. 
(“Lukens” or “Respondent”).   
II. 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over Respondent and the subject 
matter of these proceedings, which are admitted, and except as provided herein in Section V, 
Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings 
Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing 
a Cease-and-Desist Order (“Order”), as set forth below.   

 
 
 2 
 
III. 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
Summary 
1. These proceedings arise out of violations of the beneficial ownership reporting 
requirements of the federal securities laws.   
2. Section 13(d) of the Exchange Act and the rules promulgated thereunder require any 
person who directly or indirectly acquires beneficial ownership of more than 5% of a registered 
class of equity security   to file a statement with the Commission disclosing certain information and 
to file certain updating amendments.  Section 13(d) is a key provision that allows shareholders 
and potential investors to evaluate changes in substantial shareholdings.  See 113 Cong. Rec. 855 
(1967).  The duty to file is not dependent on any intention by the stockholder to gain control of 
the company, but on a mechanical 5% ownership test.  
3. Section 16(a) of the Exchange Act and the rules promulgated thereunder require 
officers and directors of a company with a registered class of equity security, and any beneficial 
owners of greater than 10% of such class, to file certain reports of securities holdings and 
transactions.  Section 16(a) was motivated by a belief that “the most potent weapon against the 
abuse of inside information is full and prompt publicity” and by a desire “to give investors an idea 
of the purchases and sales by insiders which may in turn indicate their private opinion as to 
prospects of the company.”  H.R. Rep. 73-1383, at 13, 24 (1934).  Reflecting this informational 
purpose, the obligation to file applies irrespective of profits or the filer’s reasons for engaging in the 
transactions.   The Sarbanes-Oxley Act of 2002 and Commission implementing regulations 
accelerated the reporting deadline for most transactions to two business days and mandated that all 
reports be filed electronically on EDGAR to facilitate rapid dissemination to the public. 
4. While subject to these reporting requirements due to his beneficial ownership of the 
registered class of common stock of Workhorse Group, Inc. (“Workhorse”), Respondent violated 
Section 16(a) on multiple occasions by failing to timely file reports of transactions in Workhorse’s 
securities and violated Section 13(d) by failing to timely file required amendments to the Schedule 
13D Respondent filed with respect to his beneficial ownership in Workhorse.   
Respondent 
5. Lukens, age 61,  acquired beneficial ownership of more than 10% of Workhorse’s 
common stock by at least 2014 and was subject to Exchange Act Sections 13(d) and 16(a).  Lukens 
 
1
  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on 
any other person or entity in this or any other proceeding. 

 
 
 3 
 
remained a greater than 10% beneficial owner until July 7, 2020 and remained a greater than 5% 
beneficial owner until September 1, 2020.   
Issuer 
6. Workhorse is a Nevada corporation with its principal place of business in Ohio.  
Workhorse’s common stock is and has been at all relevant times registered with the Commission 
under Section 12 of the Exchange Act since May 2016 and trades on the NASDAQ stock market 
(ticker: WKHS).   
 
Applicable Legal Framework 
7. Under Section 13(d)(1) of the Exchange Act, any person, including a group, who has 
acquired beneficial ownership of more than 5% of any class of equity security registered under 
Section 12 of the Exchange Act must publicly file, within 10 days after the acquisition, a disclosure 
statement with the Commission.  Rule 13d-1(a) requires the statement to contain the information 
specified by Schedule 13D, which includes, among other things, the identity of the beneficial 
owners, the amount of beneficial ownership, and plans or proposals regarding the issuer.   
8. Section 13(d)(2) of the Exchange Act and Rule 13d-2(a) thereunder require a filer to 
amend a Schedule 13D promptly as material changes occur in disclosures previously made, 
including but not limited to, any material increase or decrease in the percentage of the class 
beneficially owned.  An acquisition or disposition of beneficial ownership of securities in an amount 
equal to 1% or more of the class of securities is deemed material for purposes of Rule 13d-2.  Any 
delay in filing beyond the date the filing reasonably can be made may not be prompt.
2
   
9. Under Section 13(d) of the Exchange Act and the application of Rule 13d-3, a 
beneficial owner of a security includes “any person who, directly or indirectly, through any 
contract, arrangement, understanding, relationship or otherwise” has or shares voting or 
investment power with respect to such security.  More than one person may be a beneficial 
owner of the same securities. 
10. Section 16(a) of the Exchange Act and the rules promulgated thereunder apply to 
every person who is the beneficial owner of more than 10% of any class of any equity security 
registered pursuant to Section 12 of the Exchange Act, and any officer or director of the issuer of 
any such security (collectively, “insiders”).  For purposes of determining status as a greater than 
10% beneficial owner under Section 16(a), the term means any person who is deemed a beneficial 
owner under Section 13(d) of the Exchange Act and the rules thereunder, subject to limited 
exceptions.  
 
2
  Amendments to Beneficial Ownership Reporting Requirements, SEC Release No. 34-39538 (Jan. 12, 
1998), 63 Fed. Reg. 2854, 2855 n.14 (Jan. 16, 1998).   

 
 
 4 
 
11. Pursuant to Section 16(a) and Rule 16a-3, insiders are required to file initial 
statements of holdings on Form 3 and keep this information current by reporting transactions on 
Forms 4 and 5.  Specifically, within 10 days after becoming an   insider, or on or before the effective 
date of the Section 12 registration of the class of equity security, an insider must file a Form 3 report 
disclosing all securities of the issuer in which the insider has or is deemed to have a direct or 
indirect pecuniary interest.  To keep this information current, insiders must file Form 4 reports 
disclosing transactions resulting in a change in beneficial ownership within two business days 
following the execution date of the transaction, except for limited types of transactions eligible for 
deferred reporting.  Transactions required to be reported on Form 4 include purchases and sales of 
securities, exercises and conversions of derivative securities, and grants or awards of securities from 
the issuer.  In addition, insiders are required to file a Form 5 report within 45 days after the issuer’s 
fiscal year-end to report any transactions or holdings that should have been, but were not, reported 
on Form 3 or 4 (as applicable) during the issuer’s most recent fiscal year and any transactions 
eligible for deferred reporting (unless the insider has previously reported all such transactions).   
12. There is no state of mind requirement for violations of Section 16(a) and 13(d) 
and the rules thereunder.
3
  The failure to timely file a required report, even if inadvertent, 
constitutes a violation.
4
     
Respondent Failed to File Required Section 16(a) Reports on a Timely Basis 
13. As a greater than 10% beneficial owner of Workhorse from at least 2014 to July 
7, 2020, Respondent was subject to the reporting requirements of Exchange Act Section 16(a). 
14. Between 2014 and 2017, Respondent was untimely in filing multiple required 
Section 16(a) reports.  Thereafter, Respondent did not file until July 10, 2020 any of the required 
Section 16(a) reports for numerous reportable transactions in Workhorse between April 2018 and 
 
3
   See, e.g., SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) (“Indeed, the plain language of 
section 13(d)(1) gives no hint that intentional conduct need be found, but rather, appears to place a simple and 
affirmative duty of reporting on certain persons.  The legislative history confirms that Congress was concerned with 
providing disclosure to investors, and not merely with protecting them from fraudulent conduct”); SEC v. e-Smart 
Technologies, Inc., 82 F. Supp. 3d 97, 104 (D.D.C. 2015) (scienter is not required to establish a violation of Section 
16(a) of the Exchange Act).        
4
   Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *2 (May 19, 1980) (Commission opinion) 
(“We have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 
violation”); see generally Herbert Moskowitz, 77 SEC Docket 446, 2002 WL 434524, at *7 (Mar. 21, 2002) 
(Commission opinion) (“evidence of both motive for non-disclosure and actual market impact ... is irrelevant” to 
whether violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred); Mandated 
Electronic Filing and Website Posting for Forms 3, 4 and 5, SEC Release No. 34-47809 (May 7, 2003), 68 Fed. Reg. 
25788, 25792 (May 13, 2003) (noting that an issuer’s eligibility for temporary relief from disclosing Forms 4 filed one 
business day late by its insiders “does not change the fact that any Form 3, 4 or 5 filed later than the applicable due date 
violates Section 16(a)”) (emphasis added). 

 
 
 5 
 
July 1, 2020.  Respondent’s late Form 4 included transactions executed on the following dates that 
were required to be reported on Form 4 within two business days: 
Form Type Date of Trans. Due Date Date Filed 
4 7/16/2019 7/18/2019 7/10/2020 
4 7/22/2019 7/24/2019 7/10/2020 
4 9/3/2019 9/5/2019 7/10/2020 
4 12/23/2019 12/26/2019 7/10/2020 
4 2/18/2020 2/20/2020 7/10/2020 
4 2/21/2020 2/25/2020 7/10/2020 
4 2/25/2020 2/27/2020 7/10/2020 
4 2/26/2020 2/28/2020 7/10/2020 
4 3/3/2020 3/5/2020 7/10/2020 
4 3/11/2020 3/13/2020 7/10/2020 
4 4/5/2020 4/7/2020 7/10/2020 
4 5/20/2020 5/22/2020 7/10/2020 
4 6/30/2020 7/2/2020 7/10/2020 
4 7/1/2020 7/3/2020 7/10/2020 
 
15. Respondent’s late-reported transactions from July 2019 to July 2020 primarily 
involved stock sales, which had an aggregate market value of more than $13 million.  Respondent 
also failed to file required Forms 5 to report transactions that should have been reported on 
Forms 4 during Workhorse’s fiscal years 2018 and 2019 but were not.   
16. As a result of the conduct described above, Respondent violated Section 16(a) of 
the Exchange Act and Rule 16a-3 thereunder.  
Respondent Failed to Timely File Schedule 13D Amendments 
17. Respondent was subject to the reporting requirements of Exchange Act Section 
13(d) as an acquirer of beneficial ownership of more than 5% of Workhorse common stock 
between at least 2014 and September 1, 2020.  Respondent filed an initial Schedule 13D on June 
6, 2014. 
18. Respondent failed to timely file multiple amendments required as a result of 
material changes to the information set forth previously on Schedule 13D, including:  

 
 
 6 
 
• The material decreases that occurred in the percentage of Respondent’s beneficial 
ownership from the 20.3% amount reported on his 13D amendment filed 
December 18, 2017, caused by both increases in the number of outstanding 
Workhorse shares and dispositions of beneficial ownership initiated by 
Respondent, none of which were reflected in an amendment until Respondent’s 
next-filed amendment on July 10, 2020, which reported his then-beneficial 
ownership percentage of just 6.7%; 
• Respondent’s disposition of beneficial ownership of securities equal to more than 
1% of the class of outstanding Workhorse common stock through open-market 
sales and gifts from July 16, 2019 through February 26, 2020, which was not 
reflected in an amendment until July 10, 2020; and 
• Respondent’s disposition of beneficial ownership of securities equal to more than 
1% of the class of outstanding Workhorse common stock through open-market 
sales and distributions between March 3, 2020 and May 20, 2020, which was also 
not reflected in an amendment until July 10, 2020. 
19. As a result of the conduct described above, Respondent violated Section 13(d) of 
the Exchange Act and Rule 13d-2 thereunder.  
Respondent’s Remedial Efforts 
20. In determining to accept Respondent’s Offer, the Commission considered certain 
remedial acts undertaken by Respondent and cooperation afforded to Commission staff. 
IV. 
In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 
 Accordingly, it is hereby ORDERED that: 
 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 
committing or causing any violations and any future violations of Sections 13(d) and 16(a) of the 
Exchange Act and Rules  13d-2 and 16a-3 promulgated thereunder.   
B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $120,000 to the Securities and Exchange Commission, for transfer to 
the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3)
.  If 
timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.  
Payment must be made in one of the following ways:   
(1)  Respondent may transmit payment electronically to the Commission, which will 
provide detailed ACH transfer/Fedwire instructions upon request;  

 
 
 7 
 
 
(2)  Respondent may make direct payment from a bank account via Pay.gov through 
the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3)  Respondent may pay by certified check, bank cashier’s check, or United States 
postal money order, made payable to the Securities and Exchange Commission and hand-
delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Joseph Theodore Lukens, Jr. as a Respondent in these proceedings, and the file number of these 
proceedings; a copy of the cover letter and check or money order must be sent to Thomas Smith, 
Associate Regional Director, Division of Enforcement, Securities and Exchange Commission, 
100 Pearl Street, Suite 20-100, New York, NY 10004.   
C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 
a Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 
the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
V. 
It is further Ordered that, solely for purposes of exceptions to discharge set forth in 
Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and 
admitted by Respondent, and further, any debt for disgorgement, prejudgment interest, civil 
penalty or other amounts due by Respondent under this Order or any other judgment, order, 
consent order, decree or settlement agreement entered in connection with this proceeding, is a 
debt for the violation by Respondent of the federal securities laws or any regulation or order 

 
 
 8 
 
issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 
§ 523(a)(19). 
 
 By the Commission. 
 
 
       Vanessa A. Countryman 
       Secretary 

UNITED STATES OF AMERICA 
 Before the 
   SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 98542 / September 27, 2023 
                                                               
ADMINISTRATIVE PROCEEDING 
File No. 3-21728 
 
 
 
In the Matter of 
 

Joseph Theodore Lukens, 
Jr., 

 
Respondent. 
 
 

 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 

  
 

 I. 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that 
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 
Securities Exchange Act of 1934 (“Exchange Act”), against Joseph Theodore Lukens, Jr. 
(“Lukens” or “Respondent”).   

II. 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over Respondent and the subject 
matter of these proceedings, which are admitted, and except as provided herein in Section V, 
Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings 
Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing 
a Cease-and-Desist Order (“Order”), as set forth below.   



 
 

 2 

 

III. 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

Summary 

1. These proceedings arise out of violations of the beneficial ownership reporting 
requirements of the federal securities laws.   

2. Section 13(d) of the Exchange Act and the rules promulgated thereunder require any 
person who directly or indirectly acquires beneficial ownership of more than 5% of a registered 
class of equity security to file a statement with the Commission disclosing certain information and 
to file certain updating amendments.  Section 13(d) is a key provision that allows shareholders 
and potential investors to evaluate changes in substantial shareholdings.  See 113 Cong. Rec. 855 
(1967).  The duty to file is not dependent on any intention by the stockholder to gain control of 
the company, but on a mechanical 5% ownership test.  

3. Section 16(a) of the Exchange Act and the rules promulgated thereunder require 
officers and directors of a company with a registered class of equity security, and any beneficial 
owners of greater than 10% of such class, to file certain reports of securities holdings and 
transactions.  Section 16(a) was motivated by a belief that “the most potent weapon against the 
abuse of inside information is full and prompt publicity” and by a desire “to give investors an idea 
of the purchases and sales by insiders which may in turn indicate their private opinion as to 
prospects of the company.”  H.R. Rep. 73-1383, at 13, 24 (1934).  Reflecting this informational 
purpose, the obligation to file applies irrespective of profits or the filer’s reasons for engaging in the 
transactions.  The Sarbanes-Oxley Act of 2002 and Commission implementing regulations 
accelerated the reporting deadline for most transactions to two business days and mandated that all 
reports be filed electronically on EDGAR to facilitate rapid dissemination to the public. 

4. While subject to these reporting requirements due to his beneficial ownership of the 
registered class of common stock of Workhorse Group, Inc. (“Workhorse”), Respondent violated 
Section 16(a) on multiple occasions by failing to timely file reports of transactions in Workhorse’s 
securities and violated Section 13(d) by failing to timely file required amendments to the Schedule 
13D Respondent filed with respect to his beneficial ownership in Workhorse.   

Respondent 

5. Lukens, age 61, acquired beneficial ownership of more than 10% of Workhorse’s 
common stock by at least 2014 and was subject to Exchange Act Sections 13(d) and 16(a).  Lukens 

 
1  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on 
any other person or entity in this or any other proceeding. 



 
 

 3 

 

remained a greater than 10% beneficial owner until July 7, 2020 and remained a greater than 5% 
beneficial owner until September 1, 2020.   

Issuer 

6. Workhorse is a Nevada corporation with its principal place of business in Ohio.  
Workhorse’s common stock is and has been at all relevant times registered with the Commission 
under Section 12 of the Exchange Act since May 2016 and trades on the NASDAQ stock market 
(ticker: WKHS).   

 
Applicable Legal Framework 

7. Under Section 13(d)(1) of the Exchange Act, any person, including a group, who has 
acquired beneficial ownership of more than 5% of any class of equity security registered under 
Section 12 of the Exchange Act must publicly file, within 10 days after the acquisition, a disclosure 
statement with the Commission.  Rule 13d-1(a) requires the statement to contain the information 
specified by Schedule 13D, which includes, among other things, the identity of the beneficial 
owners, the amount of beneficial ownership, and plans or proposals regarding the issuer.   

8. Section 13(d)(2) of the Exchange Act and Rule 13d-2(a) thereunder require a filer to 
amend a Schedule 13D promptly as material changes occur in disclosures previously made, 
including but not limited to, any material increase or decrease in the percentage of the class 
beneficially owned.  An acquisition or disposition of beneficial ownership of securities in an amount 
equal to 1% or more of the class of securities is deemed material for purposes of Rule 13d-2.  Any 
delay in filing beyond the date the filing reasonably can be made may not be prompt.2   

9. Under Section 13(d) of the Exchange Act and the application of Rule 13d-3, a 
beneficial owner of a security includes “any person who, directly or indirectly, through any 
contract, arrangement, understanding, relationship or otherwise” has or shares voting or 
investment power with respect to such security.  More than one person may be a beneficial 
owner of the same securities. 

10. Section 16(a) of the Exchange Act and the rules promulgated thereunder apply to 
every person who is the beneficial owner of more than 10% of any class of any equity security 
registered pursuant to Section 12 of the Exchange Act, and any officer or director of the issuer of 
any such security (collectively, “insiders”).  For purposes of determining status as a greater than 
10% beneficial owner under Section 16(a), the term means any person who is deemed a beneficial 
owner under Section 13(d) of the Exchange Act and the rules thereunder, subject to limited 
exceptions.  

 
2  Amendments to Beneficial Ownership Reporting Requirements, SEC Release No. 34-39538 (Jan. 12, 
1998), 63 Fed. Reg. 2854, 2855 n.14 (Jan. 16, 1998).   



 
 

 4 

 

11. Pursuant to Section 16(a) and Rule 16a-3, insiders are required to file initial 
statements of holdings on Form 3 and keep this information current by reporting transactions on 
Forms 4 and 5.  Specifically, within 10 days after becoming an insider, or on or before the effective 
date of the Section 12 registration of the class of equity security, an insider must file a Form 3 report 
disclosing all securities of the issuer in which the insider has or is deemed to have a direct or 
indirect pecuniary interest.  To keep this information current, insiders must file Form 4 reports 
disclosing transactions resulting in a change in beneficial ownership within two business days 
following the execution date of the transaction, except for limited types of transactions eligible for 
deferred reporting.  Transactions required to be reported on Form 4 include purchases and sales of 
securities, exercises and conversions of derivative securities, and grants or awards of securities from 
the issuer.  In addition, insiders are required to file a Form 5 report within 45 days after the issuer’s 
fiscal year-end to report any transactions or holdings that should have been, but were not, reported 
on Form 3 or 4 (as applicable) during the issuer’s most recent fiscal year and any transactions 
eligible for deferred reporting (unless the insider has previously reported all such transactions).   

12. There is no state of mind requirement for violations of Section 16(a) and 13(d) 
and the rules thereunder.3  The failure to timely file a required report, even if inadvertent, 
constitutes a violation.4     

Respondent Failed to File Required Section 16(a) Reports on a Timely Basis 

13. As a greater than 10% beneficial owner of Workhorse from at least 2014 to July 
7, 2020, Respondent was subject to the reporting requirements of Exchange Act Section 16(a). 

14. Between 2014 and 2017, Respondent was untimely in filing multiple required 
Section 16(a) reports.  Thereafter, Respondent did not file until July 10, 2020 any of the required 
Section 16(a) reports for numerous reportable transactions in Workhorse between April 2018 and 

 
3   See, e.g., SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) (“Indeed, the plain language of 
section 13(d)(1) gives no hint that intentional conduct need be found, but rather, appears to place a simple and 
affirmative duty of reporting on certain persons.  The legislative history confirms that Congress was concerned with 
providing disclosure to investors, and not merely with protecting them from fraudulent conduct”); SEC v. e-Smart 
Technologies, Inc., 82 F. Supp. 3d 97, 104 (D.D.C. 2015) (scienter is not required to establish a violation of Section 
16(a) of the Exchange Act).        

4   Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *2 (May 19, 1980) (Commission opinion) 
(“We have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 
violation”); see generally Herbert Moskowitz, 77 SEC Docket 446, 2002 WL 434524, at *7 (Mar. 21, 2002) 
(Commission opinion) (“evidence of both motive for non-disclosure and actual market impact … is irrelevant” to 
whether violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred); Mandated 
Electronic Filing and Website Posting for Forms 3, 4 and 5, SEC Release No. 34-47809 (May 7, 2003), 68 Fed. Reg. 
25788, 25792 (May 13, 2003) (noting that an issuer’s eligibility for temporary relief from disclosing Forms 4 filed one 
business day late by its insiders “does not change the fact that any Form 3, 4 or 5 filed later than the applicable due date 
violates Section 16(a)”) (emphasis added). 



 
 

 5 

 

July 1, 2020.  Respondent’s late Form 4 included transactions executed on the following dates that 
were required to be reported on Form 4 within two business days: 

Form Type Date of Trans. Due Date Date Filed 

4 7/16/2019 7/18/2019 7/10/2020 

4 7/22/2019 7/24/2019 7/10/2020 

4 9/3/2019 9/5/2019 7/10/2020 

4 12/23/2019 12/26/2019 7/10/2020 

4 2/18/2020 2/20/2020 7/10/2020 

4 2/21/2020 2/25/2020 7/10/2020 

4 2/25/2020 2/27/2020 7/10/2020 

4 2/26/2020 2/28/2020 7/10/2020 

4 3/3/2020 3/5/2020 7/10/2020 

4 3/11/2020 3/13/2020 7/10/2020 

4 4/5/2020 4/7/2020 7/10/2020 

4 5/20/2020 5/22/2020 7/10/2020 

4 6/30/2020 7/2/2020 7/10/2020 

4 7/1/2020 7/3/2020 7/10/2020 
 

15. Respondent’s late-reported transactions from July 2019 to July 2020 primarily 
involved stock sales, which had an aggregate market value of more than $13 million.  Respondent 
also failed to file required Forms 5 to report transactions that should have been reported on 
Forms 4 during Workhorse’s fiscal years 2018 and 2019 but were not.   

16. As a result of the conduct described above, Respondent violated Section 16(a) of 
the Exchange Act and Rule 16a-3 thereunder.  

Respondent Failed to Timely File Schedule 13D Amendments 

17. Respondent was subject to the reporting requirements of Exchange Act Section 
13(d) as an acquirer of beneficial ownership of more than 5% of Workhorse common stock 
between at least 2014 and September 1, 2020.  Respondent filed an initial Schedule 13D on June 
6, 2014. 

18. Respondent failed to timely file multiple amendments required as a result of 
material changes to the information set forth previously on Schedule 13D, including:  



 
 

 6 

 

• The material decreases that occurred in the percentage of Respondent’s beneficial 
ownership from the 20.3% amount reported on his 13D amendment filed 
December 18, 2017, caused by both increases in the number of outstanding 
Workhorse shares and dispositions of beneficial ownership initiated by 
Respondent, none of which were reflected in an amendment until Respondent’s 
next-filed amendment on July 10, 2020, which reported his then-beneficial 
ownership percentage of just 6.7%; 

• Respondent’s disposition of beneficial ownership of securities equal to more than 
1% of the class of outstanding Workhorse common stock through open-market 
sales and gifts from July 16, 2019 through February 26, 2020, which was not 
reflected in an amendment until July 10, 2020; and 

• Respondent’s disposition of beneficial ownership of securities equal to more than 
1% of the class of outstanding Workhorse common stock through open-market 
sales and distributions between March 3, 2020 and May 20, 2020, which was also 
not reflected in an amendment until July 10, 2020. 

19. As a result of the conduct described above, Respondent violated Section 13(d) of 
the Exchange Act and Rule 13d-2 thereunder.  

Respondent’s Remedial Efforts 

20. In determining to accept Respondent’s Offer, the Commission considered certain 
remedial acts undertaken by Respondent and cooperation afforded to Commission staff. 

IV. 

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 

 Accordingly, it is hereby ORDERED that: 

 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 
committing or causing any violations and any future violations of Sections 13(d) and 16(a) of the 
Exchange Act and Rules 13d-2 and 16a-3 promulgated thereunder.   

B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $120,000 to the Securities and Exchange Commission, for transfer to 
the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If 
timely payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.  
Payment must be made in one of the following ways:   

(1)  Respondent may transmit payment electronically to the Commission, which will 
provide detailed ACH transfer/Fedwire instructions upon request;  



 
 

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(2)  Respondent may make direct payment from a bank account via Pay.gov through 
the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3)  Respondent may pay by certified check, bank cashier’s check, or United States 
postal money order, made payable to the Securities and Exchange Commission and hand-
delivered or mailed to:  

 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 

Payments by check or money order must be accompanied by a cover letter identifying 
Joseph Theodore Lukens, Jr. as a Respondent in these proceedings, and the file number of these 
proceedings; a copy of the cover letter and check or money order must be sent to Thomas Smith, 
Associate Regional Director, Division of Enforcement, Securities and Exchange Commission, 
100 Pearl Street, Suite 20-100, New York, NY 10004.   

C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 
a Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order 
granting the Penalty Offset, notify the Commission's counsel in this action and pay the amount of 
the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 

V. 

It is further Ordered that, solely for purposes of exceptions to discharge set forth in 
Section 523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and 
admitted by Respondent, and further, any debt for disgorgement, prejudgment interest, civil 
penalty or other amounts due by Respondent under this Order or any other judgment, order, 
consent order, decree or settlement agreement entered in connection with this proceeding, is a 
debt for the violation by Respondent of the federal securities laws or any regulation or order 



 
 

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issued under such laws, as set forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. 
§ 523(a)(19). 

 
 By the Commission. 
 
 
       Vanessa A. Countryman 
       Secretary 


	Respondent