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CUSIP No. 9837FR 100
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SCHEDULE 13G
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Page
7
of 13 Pages
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The percentages of beneficial ownership reflected in this Schedule 13G are based upon 129,996,978 shares of
Common Stock outstanding as of December 21, 2020 as reported by the Issuer on its Form 8-K as filed on December 23, 2020.
Item 1 (a). Name of Issuer
XL Fleet Corp. (formerly
Pivotal Investment Corporation II) (the Issuer)
Item 1 (b). Address of Issuers Principal Executive Offices
145 Newton Street, Boston, MA 02135
Item 2 (a). Name of
Person Filing
This Schedule 13G (Schedule 13G) is filed by Pivotal Investment Holdings II LLC (Holdings), MGG
Investment Group, LP (MGG), Jonathan Ledecky (Ledecky), Kevin Griffin (Griffin) and Gregory Racz (Racz) with respect to ownership of common stock, par value $0.0001 per
share (the Common Stock), of XL Fleet Corp. (formerly Pivotal Investment Corporation II) (the Issuer), a Delaware corporation.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 12, 2021, a copy of which is attached as Exhibit 99.1 to this statement
on Schedule 13G, pursuant to which the Reporting Persons agreed to file this statement on Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the
Securities Act of 1933, as amended.
Item 2 (b). Address or Principal Business Office or, if none, residence
The business address of each of Holdings and Ledecky is c/o Graubard Miller, 405 Lexington Ave., 11th Floor, New York, NY 10174. The business address
of each of MGG, Griffin and Racz is One Penn Plaza, New York, NY 10119.
Item 2 (c). Citizenship
Holdings is a Delaware limited liability company. MGG is a Delaware limited partnership. Ledecky, Griffin and Racz are citizens of the United States.
Item 2 (d) Title of Class of Securities
Common
Stock, par value $0.0001 per share
Item 2 (e) CUSIP Number:
9837FR 100
Item 3. If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J),
please specify the type of institution:____________________________
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