ElectricSoul, LLC - 26 Sep 2022 Form 3 Insider Report for LiveWire Group, Inc. (LVWR)

Role: 10%+ Owner
Signature: ElectricSoul, LLC By: /s/ Gina Goetter, Chief Financial Officer
Issuer symbol: LVWR
Transactions as of: 26 Sep 2022
Net transactions value: $0
Form type: 3
Filing time: 26 Sep 2022, 16:05:52 UTC
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	LVWR	Common Stock						181,000,000	26 Sep 2022	See Footnote	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	LVWR	Earn-Out Rights							26 Sep 2022	Common Stock	12,500,000	$0.000000	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.