Sec Form 4 Filing - Hughes Duane @ Workhorse Group Inc. - 2019-02-04

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hughes Duane 2. Issuer Name and Ticker or Trading Symbol Workhorse Group Inc. [ WKHS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) C/O WORKHORSE GROUP INC., 100 COMMERCE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2019 (Street) LOVELAND, OH45140 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options ( 5 ) $ 0.97 02/04/2019 A 1,000,000 03/31/2019 02/04/2024 Common Stock, Par Value $0.001 1,000,000 $ 0.97 $ 1,000,000 D Stock Options ( 2 ) $ 0.97 02/04/2019 A 50,000 02/04/2019 02/04/2024 Common Stock, Par Value $0.001 50,000 $ 0.97 50,000 D Stock Options ( 1 ) $ 5.28 06/30/2017 05/19/2027 Common Stock, Par Value $0.001 225,000 225,000 D Stock Options ( 4 ) $ 7.21 08/16/2016 08/16/2021 Common Stock, Par Value $0.001 22,000 22,000 D Stock Options ( 3 ) $ 4.99 02/03/2016 02/03/2021 Common Stock, Par Value $0.001 20,000 20,000 D Stock Options ( 2 ) $ 1.75 08/03/2015 08/03/2020 Common Stock, Par Value $0.001 20,000 20,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hughes Duane C/O WORKHORSE GROUP INC. 100 COMMERCE DRIVE LOVELAND, OH45140 X CEO and President Signatures /s/ Duane Hughes 02/08/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options shall become exercisable in twelve (12) equal quarterly installments of 83,333 commencing on March 31, 2019. ( 2 )10,000 of the options vested on February 4, 2019, and 4,000 shall vest every June 30 and December 31 thereafter. ( 3 )Workhorse Group Inc. granted stock options exercisable at $5.28 per share to Mr. Hughes to acquire 400,000 shares of common stock of the Company which are exercisable for a period of ten years. The Stock Options vest in 16 equal quarterly tranches of 25,000 shares commencing June 30, 2017. ( 4 )5,500 of the options vested on August 16, 2016 and an additional 5,500 will vest every six months thereafter. ( 5 )5,000 of the options vested on February 2, 2016 and 5,000 shall vest every six (6) months thereafter.

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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