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 * LEDECKY JONATHAN J 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
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O XL FLEET CORP., 145 NEWTON STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
2/26/2021
(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 (1) 2/26/2021    A    2205  A $0  2205  D 
 
Common Stock                 5500000  I  By Pivotal Investment Holdings II LLC (2)

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)  $14.17  2/26/2021    A     3567       (3) 2/26/2031  Common Stock  3567  $0  3567  D 
 

Explanation of Responses:
(1)  The securities awarded are in the form of restricted stock units issued pursuant to the Issuer's 2020 Equity Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. Subject to the reporting person's continued service through the applicable vesting date, the restricted stock units shall become fully vested on the first anniversary of December 21, 2020.
(2)  Includes 5,500,000 shares ("Sponsor Shares") owned directly by Pivotal Investment Holdings II LLC, a Delaware limited liability company and the sponsor of the Issuer (the "Sponsor"), of which Ironbound Partners Fund, LLC, an affiliate of Mr. Ledecky, is a managing member. Notwithstanding their dispositive and voting control over such Sponsor Shares, each of Mr. Ledecky and Ironbound Partners Fund, LLC disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of his or its pecuniary interest therein.
(3)  The shares underlying this option shall become fully vested on the first anniversary of December 21, 2020, subject to the reporting person's continued service through the applicable vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LEDECKY JONATHAN J
C/O XL FLEET CORP.
145 NEWTON STREET
BOSTON, MA 02135
X



Signatures
/s/ Jonathan Ledecky 3/2/2021
**Signature of Reporting Person Date