SecProbe.io

CORRESP
1
filename1.htm

Workhorse
Group Inc.

100
Commerce Blvd.

Loveland,
OH 45140

December
12, 2016

Via
Edgar

J.
Nolan McWilliams, Attorney-Advisor

Office
of Transportation and Leisure

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549

    Re:
    Workhorse Group
    Inc.

    Registration
Statement on Form S-3

    Filed
August 11, 2016

    File
No. 333-213100

Mr.
McWilliams:

The
following responses address the comments of the Staff (the “Staff”) as set forth in your most recent letter dated
September 7, 2016 (the “Comment Letter”) relating to the above references registration statement filed August 11,
2016 (the “S-3”) by Workhorse Group Inc. (the "Company").

General

1. Please
                                         tell us how you determined that the aggregate market value of your voting and non-voting
                                         common equity held by non-affiliates is $75 million or more as of a date within 60 days
                                         prior to the date of filing. Alternatively, to the extent you intend to rely on General
                                         Instruction I.B.6, please confirm you will include on the prospectus cover the disclosure
                                         called for by Instruction 7 to I.B.6.

Response

We
evaluated the aggregate market value of our voting and non-voting common equity held by non-affiliates (the “Non-Affiliate
Float”) as of August 9, 2016. On August 9, 2016, the Company had 25,068,759 shares of common stock outstanding. The closing
price as of such date was $6.84. Please note that the closing price as of December 8, 2016 was $7.23. The affiliates held 10,386,267
shares of common stock. These shares were held by Jospeh Lukens, Stephen Baksa, Stephen Burns (CEO and Director), Benjamin Samuels
(Director), Gerald Budde (Director) and Martin Rucidlo (Executive Officer). James Taylor (Director), Raymond Chess (Director)
and Julio Rodriguez (CFO) did not own shares of common stock as of August 9, 2016. Accordingly, our non-affiliate float consisted
of 14,682,492 shares of common stock. Based on the closing price of $6.84 of August 9, 2016, our Non-Affiliate Float was $100,428,245.28,
which was in excess of $75 million.

Exhibit
Index, page II-5

    2.
    You state in the footnote to the exhibit index that
the Form of Senior Debt Securities Indenture and Form of Subordinated Debt Securities Indenture will be filed by amendment or
incorporated by reference. Please file these forms of indenture prior to effectiveness. Please refer to Item 601(b)(4) of Regulation
S-K and, for additional guidance, interpretive response 201.04 of our Trust Indenture Act Compliance and Disclosure Interpretations.

Response

We
have amended the S-3 to provide the Form of Senior Debt Securities Indenture and Form of Subordinated Debt Securities Indenture.

***

The
Company hereby acknowledges that:

 ● should
                                         the Commission or the staff, acting pursuant to delegated authority, declare the filing
                                         effective, it does not foreclose the Commission from taking any action with respect to
                                         the filing;

 ● the
                                         action of the Commission or the staff, acting pursuant to delegated authority, in declaring
                                         the filing effective, does not relieve the company from its full responsibility for the
                                         adequacy and accuracy of the disclosure in the filing; and

 ● the
                                         company may not assert staff comments and the declaration of effectiveness as a defense
                                         in any proceeding initiated by the Commission or any person under the federal securities
                                         laws of the United States.

Please
do not hesitate to contact our attorney, Stephen Fleming, at 516-833-5034 if you have any questions or comments. Thank you.

    Very truly yours,

    /s/ Julio Rodriguez

    Julio Rodriguez, CFO