Insider filing report for Changes in Beneficial Ownership
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The following is an SEC EDGAR document rendered as filed.
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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).
Washington, D.C. 20549
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
OMB Number: 3235-0287
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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
3. Date of Earliest Transaction (MM/DD/YY)
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
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
Common Stock, $0.001 par value per share 05/21/2020 F 20,691 ( 1 ) D $ 19.18 397,598 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 (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
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 ( 2 ) $ 0.97 03/31/2019 02/04/2024 Common Stock, $0.001 par value per share 1,000,000 1,000,000 D
Stock Options ( 2 ) $ 0.97 02/04/2019 02/04/2024 Common Stock, $0.001 par value per share 50,000 50,000 D
Stock Options ( 3 ) $ 5.28 06/30/2017 05/19/2027 Common Stock, $0.001 par value per share 400,000 400,000 D
Stock Options ( 4 ) $ 7.21 08/16/2016 08/16/2021 Common Stock, $0.001 par value per share 22,000 22,000 D
Stock Options ( 5 ) $ 4.99 02/03/2016 02/03/2021 Common Stock, $0.001 par value per share 25,000 25,000 D
Stock Options ( 2 ) $ 1.75 08/03/2015 08/03/2020 Common Stock, $0.001 par value per share 20,000 20,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hughes Duane
X CEO and President
/s/ Duane Hughes 07/06/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of common stock granted by Workhorse Group Inc. (the "Company") under a Restricted Stock Award Agreement vesting in equal amounts over a three year period in six month intervals less shares relinquished to the Company by the reporting person out of, and to cover estimated tax withholding for, restricted shares previously granted subject to vesting. The stock price reflected in Table I Column 4 was determined based on fair market value as the closing trading price of the Company's common stock on July 1, 2020.
( 2 )The options vested in full on November 6, 2019.
( 3 )Options shall become exercisable in twelve (12) equal quarterly installments of 83,333 commencing on March 31, 2019.
( 4 )5,500 of the options vested on August 16, 2016 and an additional 5,500 will vest every six months thereafter.
( 5 )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.

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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