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CUSIP NO. 9837FR 100
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13D
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Page 3 of 5 Pages
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Item 1.
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Security and Issuer.
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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.
Item 2.
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Identity and Background.
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(a) This Statement is being filed by Thomas J. Hynes, III (the Reporting Person).
(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 laws.
(f) The Reporting Person is a citizen of the United States of America.
Item 3.
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Source and Amount of Funds or Other Consideration.
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6,181,461 of the Reporting Persons 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 Persons options were granted in connection with the Merger in exchange for
options to purchase 1,571,896 shares of XL Hybrids, Inc.
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
Merger.
Item 4.
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Purpose of Transaction.
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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 Persons 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
Issuers 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 Issuers securities.
Item 5.
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Interest in Securities of the Issuer.
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(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, 2020.
(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 Issuer.