AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 (Amendment No. 1) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange
Commission by the Reporting Person with respect to the Common Stock of the Issuer on December 30, 2020 (the Schedule 13D). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information
previously reported on the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as are ascribed in the Schedule 13D.
The following Items of the Schedule 13D are hereby amended and restated as follows:
ITEM 1. |
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.
ITEM 2. |
IDENTITY AND BACKGROUND. |
(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 MIT, E40-196, One Amherst Street, Cambridge, MA 02142-1352.
(c) The Reporting Person is a Senior Lecturer at the Massachusetts Institute of Technology.
(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. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
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.). The Merger closed on
December 21, 2020.
1,190,222 of the Reporting Persons shares were issued upon the exercise of the Reporting Persons options.
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 and upon the exercise of options.
ITEM 4. |
PURPOSE OF TRANSACTION. |
The information set forth in Item 3 of this Statement is incorporated herein by reference.