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
OMB APPROVAL
OMB Number: 3235-0362
Estimated average burden
hours per response: 1.0
  
 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.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
ENER1 GROUP INC
(Last) (First) (Middle)
500 W CYPRESS CREEK ROAD
SUITE 120
(Street)
FORT LAUDERDALE FL 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)
01/28/2008 		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)
Amount (A) or (D) Price
Common Stock 01/04/2002 C4(1) 18,917,594 A $0.02 47,126,416 D
Common Stock 09/06/2002 J4(2) 50,000,000 A (2) 97,126,416 D
Common Stock 09/06/2002 C4 196,500,000 A (3) 293,626,416 D
Common Stock 09/06/2002 C4 4,000,000 A (3) 297,626,416 D
Common Stock 10/04/2002 J4(4) 1,400,000 D (4) 296,226,416 D
Common Stock 11/23/2002 J4(5) 1,400,000 D (5) 294,826,416 D
Common Stock 12/31/2002 J4(6) 200,000 D (6) 294,626,416 D
Common Stock 09/15/2003 J4(7) 4,000,000 D (7) 290,626,416 D
Common Stock 10/04/2003 J4(8) 36,364 A (8) 290,662,780 D
Common Stock 11/14/2003 J(9) 14,829,288 A (9) 305,492,068 D
Common Stock 11/17/2003 P4 1,388,889 A $0.72 306,880,957 D
Common Stock 11/23/2003 J(10) 377,273 A (10) 307,258,230 D
Common Stock 05/20/2004 J4(11) 100,000 D (11) 307,158,230 D
Common Stock 12/31/2004 J(12) 50,000 D (12) 307,108,230 D
Common Stock 01/27/2006 X4 2,625,000 A $0.08 309,733,230 D
Common Stock 02/08/2006 X4 31,875,000 A $0.08 341,608,230 D
Common Stock 03/30/2006 X4 10,000,000 A $0.08 351,608,230 D
Common Stock 04/20/2006 X4 1,250,000 A $0.08 352,858,230 D
Common Stock 04/26/2006 X4 1,000,000 A $0.08 353,858,230 D
Common Stock 05/01/2006 X4 4,437,500 A $0.08 358,295,730 D
Common Stock 05/12/2006 X4 625,000 A $0.08 358,920,730 D
Common Stock 05/15/2006 X4 250,000 A $0.08 359,170,730 D
Common Stock 05/17/2006 X4 112,500 A $0.08 359,283,230 D
Common Stock 05/18/2006 X4 2,500,000 A $0.08 361,783,230 D
Common Stock 05/22/2006 X4 2,187,500 A $0.08 363,970,730 D
Common Stock 05/23/2006 X4 1,687,500 A $0.08 365,658,230 D
Common Stock 05/26/2006 X4 2,875,000 A $0.08 368,533,230 D
Common Stock 06/09/2006 X4 4,625,000 A $0.08 373,158,230 D
Common Stock 06/16/2006 X4 250,000 A $0.08 373,408,230 D
Common Stock 06/23/2006 X4 1,187,500 A $0.08 374,595,730 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Conversion of Subordinated Convertible Promissory Notes previously reported on the Reporting Person's Initial Statement of Beneficial Ownership.
2. 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.
3. These shares were received upon conversion of shares of Series A Convertible Preferred Stock, which were convertible at 50 shares of Common Stock per one share of Series A Convertible Preferred Stock. The per share value ascribed to the Common Stock in the transaction in which 196,500,000 shares were acquired was $0.06. The per share value ascribed to the Common Stock in the transaction in which 4,000,000 shares were acquired was $0.50.
4. These shares were disposed for shares of another entity valued at approximately $28,000. The per share value ascribed to the Common Stock was $0.02.
5. These shares were disposed for shares of another entity valued at approximately $28,000. The per share value ascribed to the Common Stock was $0.02.
6. These shares were disposed for shares of another entity valued at approximately $4,000. The per share value ascribed to the Common Stock was $0.02.
7. These shares were disposed to a vendor in exchange for services performed for the benefit of the Issuer valued at approximately $80,000. The per share value ascribed to the Common Stock was $0.02.
8. These shares were returned by a third party to the Reporting Person due to a reduction in the purchase price previously paid by the Reporting Person to such third party.
9. 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).
10. These shares were returned by a third party to the Reporting Person due to a reduction in the purchase price previously paid by the Reporting Person to such third party.
11. These shares were disposed to a vendor in exchange for services performed for the benefit of the Issuer valued at approximately $2,000. The per share value ascribed to the Common Stock was $0.02.
12. Adjustment to reconcile to stock register records. No consideration was received by the Reporting Person.
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).
** 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.