Fleming Stephen M. Form 3 Workhorse / Stephen M. Fleming ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Fleming Stephen M.

(Last) (First) (Middle)

C/O WORKHORSE GROUP INC.

100 COMMERCE DRIVE

(Street)

LOVELAND OH 45140

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2019

3. Issuer Name and Ticker or Trading Symbol
Workhorse Group Inc. [ WKHS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President/General Counsel

5. 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	595,568(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	08/23/2018	08/08/2023	Common Stock	150,000(2)	1.19	D

Explanation of Responses:

1. Includes 517,928 shares of common stock granted under a Restricted Stock Award Agreement of which 119,522 share vest January 1, 2020, July 1, 2020, January 1, 2021 and July 1, 2021 and 19,602 shares vest January 1, 2022 and July 1, 2022.

2. Stock Options vest quarterly in an amount of 9,375 commencing August 23, 2018.

Remarks:

	/s/ Stephen Fleming	11/15/2019
	** 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 5 (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.
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