SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. ) *
XL Fleet Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
9837FR100
(CUSIP Number)
December 21, 2020
(Date of Event Which Requires Filing of this Statement)
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
(Page 1 of 10 Pages)
____________________
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
| CUSIP No. |
9837FR100 |
13G |
Page 2 of 10 Pages |
|
1. |
NAME OF REPORTING PERSONS
Constellation NewEnergy, Inc.
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b)
☒
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5. |
SOLE VOTING POWER
0
|
|
|
6. |
SHARED VOTING POWER
6,871,051
|
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
6,871,051
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,871,051
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3% (1)
|
|
12. |
TYPE OF REPORTING PERSON*
CO
|
(1) Based on approximately 129,996,978 shares of the Issuer’s
common stock outstanding as of December 21, 2020, as reported by
the Issuer in its Form 8-K filed on December 23, 2020.
| CUSIP No. |
9837FR100 |
13G |
Page 3 of 10 Pages |
|
1. |
NAME OF REPORTING PERSONS
Constellation Energy Resources, LLC
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b)
☒
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5. |
SOLE VOTING POWER
0
|
|
|
6. |
SHARED VOTING POWER
6,871,051 (2)
|
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
6,871,051 (2)
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,871,051 (2)
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3% (1)
|
|
12. |
TYPE OF REPORTING PERSON*
OO
|
(2) Comprised of shares of common stock held by Constellation
NewEnergy, Inc. Constellation Energy Resources, LLC may be deemed
to have beneficial ownership of such shares as the sole
equityholder of Constellation NewEnergy, Inc.
| CUSIP No. |
9837FR100 |
13G |
Page 4 of 10 Pages |
|
1. |
NAME OF REPORTING PERSONS
Exelon Generation Company, LLC
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b)
☒
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5. |
SOLE VOTING POWER
0
|
|
|
6. |
SHARED VOTING POWER
6,871,051 (3)
|
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
6,871,051 (3)
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,871,051 (3)
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3% (1)
|
|
12. |
TYPE OF REPORTING PERSON*
OO
|
(3) Comprised of shares of common stock held by Constellation
NewEnergy, Inc. Exelon Generation Company, LLC may be deemed to
have beneficial ownership of such shares as the sole equityholder
of Constellation Energy Resources, LLC. Constellation Energy
Resources, LLC is the sole equityholder of Constellation NewEnergy,
Inc.
| CUSIP No. |
9837FR100 |
13G |
Page 5 of 10 Pages |
|
1. |
NAME OF REPORTING PERSONS
Exelon Corporation
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b)
☒
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5. |
SOLE VOTING POWER
0
|
|
|
6. |
SHARED VOTING POWER
6,871,051 (4)
|
|
|
7.
|
SOLE DISPOSITIVE POWER
0
|
|
|
8.
|
SHARED DISPOSITIVE POWER
6,871,051 (4)
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,871,051 (4)
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3% (1)
|
|
12. |
TYPE OF REPORTING PERSON*
CO
|
(4) Comprised of shares of common stock held by Constellation
NewEnergy, Inc. Exelon Corporation may be deemed to have beneficial
ownership of such shares as the sole equityholder of Exelon
Generation Company, LLC. Exelon Generation Company, LLC is the sole
equityholder of Constellation Energy Resources, LLC, which is the
sole equityholder of Constellation NewEnergy, Inc.
| CUSIP No. |
9837FR100 |
13G |
Page 6 of 10 Pages |
| Item 1(a). |
Name of Issuer: |
| |
|
| |
XL Fleet Corp.
|
| |
|
| Item 1(b). |
Address of Issuer's Principal Executive
Offices: |
| |
|
| |
145 Newton Street,
Boston MA 02135
|
| |
|
| Item 2(a). |
Name of Person Filing: |
| |
|
| |
Constellation NewEnergy, Inc., Constellation Energy Resources, LLC,
Exelon Generation Company, LLC and Exelon Corporation
|
| |
|
| Item 2(b). |
Address of Principal Business Office, or if None,
Residence: |
| |
|
| |
Constellation NewEnergy, Inc. – 1310 Point Street, 8th Floor,
Baltimore, MD 21231
Constellation Energy Resources, LLC – 1310 Point Street, 8th Floor,
Baltimore, MD 21231
Exelon Generation Company, LLC – 300 Exelon Way, Kennett Square, PA
19348; and
Exelon Corporation – 10 South Dearborn Street, P.O. Box 805379,
Chicago, IL 60680
|
| |
|
| Item 2(c). |
Citizenship: |
| |
|
| |
Constellation NewEnergy, Inc. – Delaware corporation;
Constellation Energy Resources, LLC – Delaware limited liability
company;
Exelon Generation Company, LLC – Pennsylvania limited liability
company; and
Exelon Corporation – Pennsylvania corporation
|
| |
|
| Item 2(d). |
Title of Class of Securities: |
| |
|
| |
Common Stock, par value $0.0001 per share
|
| |
|
| Item 2(e). |
CUSIP Number: |
| |
|
| |
9837FR100
|
| |
|
|
| Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
|
| |
|
| (a) |
☐ |
Broker or dealer registered under Section 15 of the Exchange
Act.
|
| |
|
|
| (b) |
☐ |
Bank as defined in Section 3(a)(6) of the Exchange Act. |
| |
|
|
| (c) |
☐ |
Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
|
| CUSIP No. |
9837FR100 |
13G |
Page 7 of 10 Pages |
| |
|
|
| (d) |
☐ |
Investment company registered under Section 8 of the Investment
Company Act.
|
| |
|
|
| (e) |
☐ |
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); |
| |
|
|
| (f) |
☐ |
An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
| |
|
|
| (g) |
☐ |
A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
|
| |
|
|
|
(h)
|
☐ |
A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
|
| |
|
|
| (i) |
☐ |
A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
|
| |
|
|
| (j) |
☐ |
A non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J); |
| |
|
|
| (k) |
☐ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please specify the type of institution:
_________________
Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
|
(a) |
Amount beneficially owned**: |
Constellation NewEnergy, Inc. – 6,871,051 shares
Constellation Energy Resources, LLC – 6,871,051 shares
Exelon Generation Company, LLC – 6,871,051 shares
Exelon Corporation – 6,871,051 shares
Constellation NewEnergy, Inc. – 5.3%
Constellation Energy Resources, LLC – 5.3%
Exelon Generation Company, LLC – 5.3%
Exelon Corporation – 5.3%
|
(c) |
Number of shares as to which such
person has**: |
|
(i) |
Sole power to vote or to direct the
vote |
Constellation NewEnergy, Inc. – 0 shares
Constellation Energy Resources, LLC – 0 shares
Exelon Generation Company, LLC – 0 shares
Exelon Corporation – 0 shares
| CUSIP No. |
9837FR100 |
13G |
Page 8 of 10 Pages |
|
(ii) |
Shared power to vote or to direct
the vote |
Constellation NewEnergy, Inc. – 6,871,051 shares
Constellation Energy Resources, LLC – 6,871,051 shares
Exelon Generation Company, LLC – 6,871,051 shares
Exelon Corporation – 6,871,051 shares
|
(iii) |
Sole power to dispose or to direct
the disposition of |
Constellation NewEnergy, Inc. – 0 shares
Constellation Energy Resources, LLC – 0 shares
Exelon Generation Company, LLC – 0 shares
Exelon Corporation – 0 shares
|
(iv) |
Shared power to dispose or to
direct the disposition of |
Constellation NewEnergy, Inc. – 6,871,051 shares
Constellation Energy Resources, LLC – 6,871,051 shares
Exelon Generation Company, LLC – 6,871,051 shares
Exelon Corporation – 6,871,051 shares
**See footnote on cover page hereto, which is incorporated by
reference herein.
| Item 5. |
Ownership of Five Percent or Less of a
Class. |
| |
|
|
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities check
the following ☐.
|
| |
|
| |
|
| |
|
| Item 6. |
Ownership of More Than Five Percent on Behalf of Another
Person. |
| |
|
|
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
|
| |
|
| |
N/A |
| |
|
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or
Control Person.
|
| |
|
|
If a parent holding company or Control person has filed this
schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding
company or control person has filed this schedule pursuant to Rule
13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
|
| |
|
| |
N/A |
| CUSIP No. |
9837FR100 |
13G |
Page 9 of 10 Pages |
| |
|
| Item 8. |
Identification and Classification of Members of the Group. |
| |
|
|
If a group has filed this schedule pursuant to
ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach
an exhibit stating the identity and Item 3 classification of each
member of the group. If a group has filed this schedule pursuant to
ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
|
| |
|
| |
See Exhibit B |
| |
|
| Item 9. |
Notice of Dissolution of Group. |
| |
|
|
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual
capacity. See Item 5.
|
| |
|
| |
N/A |
| |
|
| Item 10. |
Certifications. |
| |
|
|
"By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under §
240.14a-11."
|
| CUSIP No. |
9837FR100 |
13G |
Page 10 of 10 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
CONSTELLATION NEWENERGY, INC.
By: /s/ Brian J. Buck
Name: Brian J. Buck
Title: Assistant
Secretary
CONSTELLATION ENERGY RESOURCES, LLC
By: /s/ Brian J. Buck
Name: Brian J. Buck
Title: Assistant
Secretary
EXELON GENERATION COMPANY, LLC
By: /s/ Brian J. Buck
Name: Brian J. Buck
Title: Assistant
Secretary
EXELON CORPORATION
By: /s/ Brian J. Buck
Name: Brian J. Buck
Title: Assistant
Secretary
Date: December 31, 2020
