SEC FORM 5/A

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

ENER1 GROUP INC

(Last)

(First)

(Middle)

550 W CYPRESS CREEK RD

STE 120

(Street)

FT LAUDERDALE

33309

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENER1 INC [ HEV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/28/2009

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/24/2008		J⁽³⁾	387,373,593	D	⁽³⁾	64,562,266	D
Common Stock	06/09/2008		S4	142,858	D	$2.8	64,419,408	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A ConvertiblePreferred Stock	⁽⁴⁾	09/06/2002		4J	3,930,000		⁽¹¹⁾	⁽¹¹⁾	Common Stock	196,500,000	⁽¹⁾	3,930,000	D
Series A ConvertiblePreferred Stock	⁽⁴⁾	09/06/2002		4C		3,930,000	⁽¹¹⁾	⁽¹¹⁾	Common Stock	196,500,000	$0	0	D
Series A ConvertiblePreferred Stock	⁽⁴⁾	09/06/2002		4J⁽⁵⁾	80,000		⁽¹¹⁾	⁽¹¹⁾	Common Stock	4,000,000	⁽⁵⁾	80,000	D
Series A ConvertiblePreferred Stock	⁽⁴⁾	09/06/2002		4C		80,000	⁽¹¹⁾	⁽¹¹⁾	Common Stock	4,000,000	$0	0	D
Series B Preferred Stock	⁽⁶⁾	02/11/2005		4P	2,500		⁽¹¹⁾	⁽¹¹⁾	Common Stock	750,523	$100	2,500	D
Series B Preferred Stock	⁽⁶⁾	11/14/2007		4C		2,500	⁽¹¹⁾	⁽¹¹⁾	Common Stock	750,523	$100	0	D
Warrants	$0.08	09/06/2002		4J⁽¹⁾	48,402,985		⁽¹¹⁾	09/06/2007	Common Stock	48,402,985	⁽¹⁾	48,402,985	D
Warrants	$0.08	09/06/2002		4J⁽⁵⁾	20,597,015		⁽¹¹⁾	09/06/2007	Common Stock	20,597,015	⁽⁵⁾	69,000,000	D
Warrants	$1.5	11/14/2003		J⁽²⁾	8,053,530		⁽¹¹⁾	11/14/2008	Common Stock	8,053,530	⁽²⁾	77,053,530	D
Warrants	$2	11/14/2003		J⁽²⁾	8,053,530		⁽¹¹⁾	11/14/2008	Common Stock	8,053,530	⁽²⁾	85,107,060	D
Warrants	$1.5	11/17/2003		4P	752,616		⁽¹¹⁾	11/17/2008	Common Stock	752,616	⁽⁷⁾	85,859,676	D
Warrants	$2	11/17/2003		4P	752,616		⁽¹¹⁾	11/17/2008	Common Stock	752,616	⁽⁷⁾	86,612,292	D
Warrants	$1.25	11/15/2004		4J⁽⁸⁾	833,334		⁽¹¹⁾	11/15/2009	Common Stock	833,334	⁽⁸⁾	87,445,626	D
Warrants	$1.5	11/15/2004		4J⁽⁸⁾	833,334		⁽¹¹⁾	11/15/2009	Common Stock	833,334	⁽⁸⁾	88,278,960	D
Warrants	$1.25	03/01/2005		4J⁽⁹⁾	69,445		⁽¹¹⁾	03/01/2010	Common Stock	69,445	⁽⁹⁾	88,348,405	D
Warrants	$1.5	03/01/2005		4J⁽⁹⁾	69,445		⁽¹¹⁾	03/01/2010	Common Stock	69,445	⁽⁹⁾	88,417,850	D
Warrants	$0.08	01/27/2006		4X		2,625,000	⁽¹¹⁾	06/29/2011	Common Stock	2,625,000	$0	85,792,850	D
Warrants	$0.08	02/08/2006		4X		31,875,000	⁽¹¹⁾	06/29/2011	Common Stock	31,875,000	$0	53,917,850	D
Warrants	$0.08	03/30/2006		4X		10,000,000	⁽¹¹⁾	06/29/2011	Common Stock	10,000,000	$0	43,917,850	D
Warrants	⁽¹⁰⁾	03/30/2006		4J⁽¹⁰⁾		833,334	⁽¹¹⁾	03/30/2011	Common Stock	833,334	$0	43,084,516	D
Warrants	⁽¹⁰⁾	03/30/2006		4J⁽¹⁰⁾		833,334	⁽¹¹⁾	03/30/2011	Common Stock	833,334	$0	42,251,182	D
Warrants	$0.08	04/20/2006		4X		1,250,000	⁽¹¹⁾	06/29/2011	Common Stock	1,250,000	$0	41,001,182	D
Warrants	$0.08	04/26/2006		4X		1,000,000	⁽¹¹⁾	06/29/2011	Common Stock	1,000,000	$0	40,001,182	D
Warrants	$0.08	05/01/2006		4X		4,437,500	⁽¹¹⁾	06/29/2011	Common Stock	4,437,500	$0	35,563,682	D
Warrants	$0.08	05/12/2006		4X		625,000	⁽¹¹⁾	06/29/2011	Common Stock	625,000	$0	34,938,682	D

Explanation of Responses:

1. 50,000,000 shares of Common Stock, 3,930,000 shares of Series A Convertible Preferred Stock, Warrants for 48,402,905 shares of Common Stock, and a Convertible Promissory Note in the principal amount of $1,161,850 were issued to the Reporting Person in consideration for 100% of the capital stock of a wholly owned subsidiary of the Reporting Person valued at approximately $13,816,631. The per share value ascribed to the Common Stock was $0.06.

2. 14,829,288 shares of Common Stock, Warrants for 8,053,530 shares of Common Stock having a strike price of $1.50, and Warrants for 8,053,530 shares of Common Stock having a strike price of $2.00 were issued to the Reporting Person in consideration for the cancellation of approximately $11.6 million of indebtedness owed by the Issuer and its subsidiaries to the Reporting Person. The per share value ascribed to the Common Stock was $0.78. Pursuant to Section 16(b) of the Securities Exchange Act of 1934, securities acquired in connection with a debt previously contracted are exempt from Section 16(b).

3. Reverse stock split of 7 for 1.

4. Each share of Series A Convertible Preferred Stock was convertible into 50 shares of Common Stock.

5. 80,000 shares of Series A Convertible Preferred Stock and Warrants for 20,597,015 shares of Common Stock were issued to the Reporting Person in consideration for 100% of the capital stock of a wholly owned subsidiary of the Reporting Person valued at approximately $2,000,000.

6. These shares were convertible at approximately 300 shares of Common Stock per one share of Series B Preferred Stock.

7. These warrants were received in connection with the purchase of 1,388,889 shares of Common Stock at $0.72 per share.

8. These warrants were received as consideration for the Reporting Person's commitment to provide up to $3,000,000 of equity financing to the Issuer.

9. These warrants were received in connection with the purchase of 2,500 shares of Series B Preferred Stock at $100 per share.

10. Surrendered for cancellation for no consideration.

11. Not applicable.

	ENER1 GROUP, INC., /s/ Charles Gassenheimer, Chief Executive Officer	01/09/2009
	** 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 4 (b)(v).
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