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 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 * Kazarinoff Dimitri 2. Issuer Name and Ticker or Trading Symbol XL Fleet Corp. [ XL ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)         (First)         (Middle)
C/O XL FLEET CORP., 145 NEWTON STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
12/21/2020
(Street)
BOSTON, MA 02135
(City)       (State)       (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  12/21/2020    A    15346  A  (1) 15346  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 Securities Underlying Derivative Security
(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 Option (right to buy)  $0.24  12/21/2020    A     3808966       (2) 12/5/2029  Common Stock  3808966   (3) 3808966  D   

Explanation of Responses:
(1)  Mr. Kazarinoff received 15,346 shares in exchange for his 20,267 shares of XL Hybrids, Inc., a Delaware corporation ("Legacy XL"), in connection with the Agreement and Plan of Reorganization, dated as of September 17, 2020, by and among Pivotal Investment Corporation II ("Pivotal"), PIC II Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Pivotal ("Merger Sub"), and Legacy XL, pursuant to which Merger Sub merged with and into Legacy XL (the "Merger"), with Legacy XL surviving as a wholly-owned subsidiary of Pivotal (which subsequently changed its name to "XL Fleet Corp.", the "Issuer").
(2)  The shares underlying this option vest in 48 equal monthly starting on October 7, 2019 subject to Mr. Kazarinoff's continued service through the applicable vesting dates.
(3)  Received in the Merger in exchange for a stock option to acquire 5,030,400 shares of Legacy XL common stock for $0.18 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kazarinoff Dimitri
C/O XL FLEET CORP.
145 NEWTON STREET
BOSTON, MA 02135
X
Chief Executive Officer

Signatures
/s/ Jenna Stewart, Attorney-in-Fact 12/23/2020
**Signature of Reporting Person Date