SEC FORM 4

SEC Form 4

FORM 4

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
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).

1. Name and Address of Reporting Person^*

Rossi Steven F.

(Last)

(First)

(Middle)

7299 E DANBRO CRESCENT

(Street)

MISSISSAUGA

L5N 6P8

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Worksport Ltd [ WKSP ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, President and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2023

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

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

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)	Code	V	(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)
Performance Stock Unit ("PSU")	⁽¹⁾	05/01/2023		J			400,000	⁽¹⁾	⁽¹⁾	Common Stock	400,000	$0	0	D
Restricted Stock Unit ("RSU")	⁽²⁾	05/01/2023		J			1,600,000	⁽²⁾	⁽²⁾	Common Stock	1,600,000	$0	0	D
Non-Qualified Stock Option (Right to Buy) ("'NSO")	$1.74	05/01/2023		A		2,000,000		⁽³⁾	05/01/2033	Common Stock⁽³⁾	2,000,000	$0	2,000,000	D

Explanation of Responses:

1. Each PSU represented the right to receive, upon vesting, one share of common stock of WKSP. On November 11, 2022, 400,000 PSUs granted to Steven Rossi on December 29, 2021 were modified. The PSUs were to vest in 5% increments according to a schedule that correlates with the stock price of WKSP. The first 5% of the PSUs were to vest upon the stock price of WKSP closing at $2.25. 50% were to have vested at a closing price of $5.31 and 100% were to have vested at a closing price of $13.76. The PSUs were cancelled on May 1, 2023. As of the date of cancellation of the PSUs, none of the PSUs had vested.

2. Each RSU represented the right to receive, upon vesting, one share of common stock of WKSP. On November 11, 2022, WKSP granted Steven Rossi 1,600,000 RSUs that were to vest in equal installments of 200,000 pursuant to the completion of eight milestones. The RSUs were cancelled on May 1, 2023. As of the date of cancellation of the RSUs, none of the RSUs had vested.

3. On May 1, 2023, WKSP granted Steven Rossi 2,000,000 NSOs. The NSOs vest in 10% (200,000 shares) increments upon the achievement of milestones. Vesting is based upon the achievement of certain values regarding either WKSP's market capitalization or the share price of WKSP using the volume weighted average price of the common stock of WKSP for ten (10) consecutive trading days.

	/s/ Steven Rossi	05/03/2023
	** 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).
** 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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