Amended Statement of Ownership (sc 13g/a)
February 03 2021 - 05:11PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No.
1)*
Under
the Securities Exchange Act of 1934
| XL Fleet Corp. (Formerly
Pivotal Investment Corporation II) |
| (Name of Issuer) |
| |
| Warrant |
| (Title of Class of Securities) |
| |
| 9837FR118 |
| (CINS Number) |
| |
| December 31,
2020 |
| (Date of Event Which Requires Filing of this
Statement) |
Check the
appropriate box to designate the rule pursuant to which this
Schedule is filed:
| |
X |
Rule
13d-1(b) |
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|
Rule
13d-1(c)
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Rule
13d-1(d)
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*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 ("Act") 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).
Page 1 of
7
| 1 |
NAME OF REPORTING
PERSON
Manulife Financial
Corporation
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| 2 |
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP* |
(a) ☐
(b) ☐ |
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N/A |
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| 3 |
SEC USE ONLY |
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| 4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
5 |
SOLE VOTING POWER |
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-0- |
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6 |
SHARED VOTING
POWER |
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-0- |
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7 |
SOLE DISPOSITIVE
POWER |
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-0- |
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8 |
SHARED DISPOSITIVE
POWER |
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-0- |
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
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None, except through its
indirect, wholly-owned subsidiary, Manulife Investment Management
Limited.
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| 10 |
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES* |
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N/A |
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| 11 |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9 |
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See line 9 above. |
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| 12 |
TYPE OF REPORTING
PERSON* |
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HC |
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*SEE
INSTRUCTIONS
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Page 2 of
7
| 1 |
NAME OF REPORTING
PERSON
Manulife Investment
Management Limited
|
|
|
|
|
|
|
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| 2 |
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP* |
(a) ☐
(b) ☐ |
|
|
N/A |
|
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|
|
|
|
| 3 |
SEC USE ONLY |
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| 4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
|
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
5 |
SOLE VOTING POWER |
|
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430,629 Warrants exercisable
for Class A common stock at an exercise price of $11.50 per
share) |
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6 |
SHARED VOTING
POWER |
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-0- |
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7 |
SOLE DISPOSITIVE
POWER |
|
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430,629 Warrants exercisable
for Class A common stock at an exercise price of $11.50 per
share) |
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8 |
SHARED DISPOSITIVE
POWER |
|
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-0- |
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON |
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430,629 Warrants exercisable
for Class A common stock at an exercise price of $11.50 per
share)
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| 10 |
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES* |
|
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N/A |
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| 11 |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW 9 |
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1.84 % (including 430,629
shares issuable upon exercise of warrants) |
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| 12 |
TYPE OF REPORTING
PERSON* |
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FI |
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*SEE
INSTRUCTIONS
|
Page 3 of
7
| Item 1(a) |
Name of Issuer: |
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XL Fleet Corp. |
| |
| Item 1(b) |
Address of Issuer's Principal Executive
Offices: |
|
145 Newton Street
Boston, MA 02135 |
| |
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| Item 2(a) |
Name of Person
Filing: |
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This filing is made on behalf of Manulife
Financial Corporation ("MFC") and MFC’s indirect, wholly-owned
subsidiary, Manulife Investment Management Limited
("MIML"). |
|
|
| Item 2(b) |
Address of Principal Business
Office: |
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The principal business offices of MFC and
MIML are located at 200 Bloor Street East, Toronto, Ontario,
Canada, M4W 1E5. |
| |
| Item 2(c) |
Citizenship: |
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MFC and MIML are organized and exist under
the laws of Canada. |
| |
| Item 2(d) |
Title of Class of
Securities: |
|
Warrant |
| |
| Item 2(e) |
CUSIP Number: |
|
9837FR118 |
| |
| 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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MFC: |
(g)
(X) |
a parent holding company or
control person in accordance with
§240.13d-1(b)(1)(ii)(G). |
|
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MIML: |
(j) (X) |
a non-U.S. institution in
accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4 |
Ownership: |
| |
|
|
(a) Amount Beneficially Owned: MIML has beneficial ownership of
430,629 of Warrant (exercisable for Class A common stock at an
exercise price of $11.50 per). Through its parent-subsidiary
relationship to MIML, MFC may be deemed to have beneficial
ownership of these same Warrant. |
| |
|
| |
(b) Percent of Class: Of
the 23,000,000 shares of Class A common stock outstanding as of
November 10, 2020, according to the Form 10-Q filed by the issuer
with the Securities and Exchange Commission on November 10, 2020,
MIML held 1.84% shares issuable upon exercise of
Warrant. |
| |
|
|
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(c) Number of shares as to which the person
has: |
| |
|
(i) |
sole power to vote or to
direct the vote:
MIML has sole power to vote or to direct the voting of the shares
of the Warrant beneficially owned by them. |
| |
|
(ii) |
shared power to vote or to
direct the vote: -0- |
| |
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(iii) |
sole power to dispose or to
direct the disposition of:
MIML has sole power to vote or to direct the voting of the shares
of the Warrant beneficially owned by them. |
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(iv) |
shared power to dispose or to
direct the disposition of: -0- |
Page 4 of 7
|
Item 5 |
Ownership of Five Percent or Less of a
Class: |
|
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Not applicable. |
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Item 6 |
Ownership of More than Five Percent on
Behalf of Another Person: |
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Not applicable. |
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Item 7 |
Identification and Classification of the
Subsidiary which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person: |
|
See Items 3 and 4 above. |
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Item 8 |
Identification and Classification of
Members of the Group: |
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Not applicable. |
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Item 9 |
Notice of Dissolution of
Group: |
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Not applicable. |
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| Item 10 |
Certification: |
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By signing below the undersigned certifies
that, to the best of its knowledge and belief, (i) the securities
referred to above were acquired and are held in the ordinary course
of business and 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, and (ii) the foreign regulatory scheme
applicable to MIML, is substantially comparable to the regulatory
scheme applicable to the functionally equivalent U.S. institution.
The undersigned also undertakes to furnish to the Commission staff,
upon request, information that would otherwise be disclosed in a
Schedule 13D. |
Page 5 of 7
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
|
Manulife Financial
Corporation |
| |
|
By: |
/s/ Susie Rafael |
|
Name: |
Susie Rafael |
| Dated: January 26, 2021 |
Title: |
Agent* |
| |
|
Manulife Investment Management
Limited |
| |
|
By: |
/s/ Christopher Walker |
|
Name: |
Christopher Walker |
| Dated: January 26, 2021 |
Title: |
Chief Compliance Officer |
* Signed pursuant to a Power of Attorney dated
January 17, 2018 included as Exhibit A to Schedule 13F-NT filed
with the Securities and Exchange Commission by Manulife Financial
Corporation on January 29, 2018.
Page 6 of 7
JOINT FILING AGREEMENT
Manulife Financial Corporation, Manulife
Investment Management Limited agree that the Schedule 13G
(Amendment No. 1) to which this Agreement is attached, relating to
the Warrant of XL Fleet Corp., is filed on behalf of each of
them.
|
Manulife Financial
Corporation |
| |
|
By: |
/s/ Susie Rafael |
|
Name: |
Susie Rafael |
| Dated: January 26, 2021 |
Title: |
Agent* |
| |
|
Manulife Investment Management
Limited |
| |
|
By: |
/s/ Christopher Walker |
|
Name: |
Christopher Walker |
| Dated: January 26, 2021 |
Title: |
Chief Compliance Officer |
* Signed pursuant to a Power of Attorney dated
January 17, 2018 included as Exhibit A to Schedule 13F-NT filed
with the Securities and Exchange Commission by Manulife Financial
Corporation on January 29, 2018.
Page 7 of 7
