|CUSIP NO. 9837FR 100
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Security and Issuer.
This Schedule 13D (this “Statement”) relates to the common stock,
par value $0.0001 per share (the “Common Stock”), of XL Fleet
Corp., a Delaware corporation (the “Issuer”). The principal
executive office of the Issuer is located at 145 Newton Street,
Boston MA 02135.
Identity and Background.
(a) This Statement is being filed by Thomas J. Hynes, III (the
(b) The business address of the Reporting Person is c/o XL Fleet
Corp., 145 Newton Street, Boston, MA 02135.
(c) The Reporting Person serves as President of the Issuer.
(d)–(e) During the last five years, the Reporting Person has not
been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
(f) The Reporting Person is a citizen of the United States of
Source and Amount of Funds or Other
6,181,461 of the Reporting Person’s shares were issued in exchange
for his 8,163,690 shares of XL Hybrids, Inc. (“Legacy XL”) pursuant
to the Agreement and Plan of Reorganization, dated as of
September 17, 2020, by and among Pivotal Investment Corp. II
(“Pivotal”), Legacy XL and PIC II Merger Sub Corp., a wholly-owned
subsidiary of Pivotal (“Merger Sub”), pursuant to which Merger Sub
merged with and into Legacy XL (the “Merger”), with Legacy XL
surviving the merger as a wholly-owned subsidiary of Pivotal (which
subsequently changed its name to “XL Fleet Corp.”).
1,190,222 shares issuable upon the exercise of the Reporting
Person’s options were granted in connection with the Merger in
exchange for options to purchase 1,571,896 shares of XL Hybrids,
Reporting Person is deemed to beneficially own 7,371,683 shares of
Common Stock of the Issuer as reflected in this Schedule 13D. The
consideration used to acquire beneficial ownership of the shares of
Common Stock of the Issuer consisted solely of personal funds.
Reporting Person acquired the shares in connection with the
Purpose of Transaction.
The information set forth in Item 3 of this Statement is
incorporated herein by reference.
The Reporting Person holds the shares of Common Stock reported in
this Statement for general investment purposes. The Reporting
Person may, from time to time, acquire additional, or dispose of,
shares of Common Stock or other securities of the Issuer, in the
Reporting Person’s capacity as President of the Issuer, or engage
in discussions with the Issuer concerning investments in the
Issuer. The Reporting Person intends to review his ownership of
Common Stock on a continuing basis and, depending upon the price
and availability of shares of Common Stock of the Issuer,
subsequent developments affecting the Issuer, the Issuer’s business
and prospects, other investment and business opportunities
available to the him, general stock market and economic conditions,
tax considerations and other factors considered relevant, the
Reporting Person may decide at any time to increase or to decrease
the size of his holdings of the Issuer’s securities.
Interest in Securities of the Issuer.
(a) As of the date hereof the Reporting Persons beneficially own
7,371,683 shares of Common Stock of the Issuer, representing 5.7%
of all of the outstanding shares of Common Stock of the Issuer.
The percentage set forth in this Item 5(a) is based on 129,996,978
shares of Common Stock outstanding as of December 21,
(b) The Reporting Person may be deemed to hold sole voting and
dispositive power over his 6,181,461 shares of Common Stock of the