FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

1. Name and Address of Reporting Person *

Fleming Stephen M.
2. Date of Event Requiring Statement (MM/DD/YYYY)
11/6/2019 

3. Issuer Name and Ticker or Trading Symbol

Workhorse Group Inc. [WKHS]
(Last)        (First)        (Middle)

C/O WORKHORSE GROUP INC., 100 COMMERCE DRIVE
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 /
(Street)

LOVELAND, OH 45140      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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 595568 (1)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options 8/23/2018 8/8/2023 Common Stock 150000.0 (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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Fleming Stephen M.
C/O WORKHORSE GROUP INC.
100 COMMERCE DRIVE
LOVELAND, OH 45140


Vice President/General Counsel

Signatures
/s/ Stephen Fleming11/15/2019
**Signature of Reporting PersonDate

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